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EXHIBIT 4.3
THE WARRANTS REPRESENTED BY THIS CERTIFICATE, AND THE
SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANTS, HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES. SUCH WARRANTS AND SECURITIES MAY NOT BE
SOLD, ASSIGNED, EXCHANGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED IN ANY MANNER EXCEPT IN COMPLIANCE WITH
SECTION 11 OF THE INVESTOR RELATIONS WARRANT AGREEMENT
BY AND BETWEEN THE ISSUER AND EACH OF THE ORIGINAL
HOLDERS OF THE WARRANTS DATED _______, 2000.
WARRANT CERTIFICATE NO. IRW-_______
MATRITECH, INC.
(ORGANIZED UNDER THE LAWS
OF THE STATE OF DELAWARE)
WARRANTS TO PURCHASE COMMON STOCK
This certifies that, for value received, _______ (the "WARRANTHOLDER") is
the registered owner of _______ warrants (the "WARRANTS") to purchase from
Matritech, Inc. (the "COMPANY"), at any time during the period commencing at
9:00 a.m., Eastern Time, on _______, 2000 and ending at 5:00 p.m., Eastern Time,
on ________, 2005, at an initial purchase price per share of $2.50 (the "WARRANT
PRICE"), one share of Common Stock of the Company. The Warrants are subject to,
and each Warrantholder, by acceptance of this certificate, consents to all the
terms and provisions of the Warrant Agreement dated as of ________, 2000,
between the Company and the Warrantholder, pursuant to which the Warrants
evidenced hereby were issued (the "WARRANT AGREEMENT").
The Warrants evidenced hereby may be exercised in whole or in part by
presentation of this Warrant Certificate with the Purchase Form herein duly
executed (with a signature guarantee as provided therein), and simultaneous
payment of the Warrant Price for each Warrant exercised, at the principal office
of the Company. Payment of such price shall be made at the option of each
Warrantholder in cash or by certified or cashier's check, in next day funds.
Upon any partial exercise of the Warrants evidenced hereby, there shall be
signed and issued to the Warrantholder effecting such partial exercise a new
Warrant Certificate in respect of the Common Stock as to which the Warrants
evidenced hereby shall not have been exercised.
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These Warrants may be exchanged at the office of the Company by surrender of
this Warrant Certificate properly endorsed for one or more new Warrants of the
same aggregate number of shares of Common Stock as here evidenced by the Warrant
or Warrants exchanged. No fractional shares of Common Stock will be issued upon
the exercise of rights to purchase hereunder, but the Company shall pay the cash
value of any fraction upon the exercise of one or more Warrants. These Warrants
are transferable at the office of the Company in the manner and subject to the
limitations set forth in the Warrant Agreement.
This Warrant Certificate does not entitle any Warrantholder to any of the
rights of a shareholder of the Company.
MATRITECH, INC.
By: _____________________________
Stephen Chubb
Chairman and Chief Executive
Officer
ATTEST:
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Dated: , 2000
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PURCHASE FORM
Matritech, Inc.
330 Nevada Street
Newton, Massachusetts 02160
Pursuant to paragraph 3(a) of the Warrant Agreement, the undersigned hereby
irrevocably elects to exercise the right of purchase represented by this Warrant
Certificate for, and to purchase thereunder, __________ shares of Common Stock
("Common Stock") provided for therein, and requests that certificates for such
Common Stock be issued in the name of:
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(Please Print or Type Name(s), Address and Taxpayer Identification Number(s))
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If this Warrant Certificate is hereby being exercised with respect to fewer than
all the Common Stock specified herein, please issue a new Warrant Certificate
for the unexercised balance of the Warrants, registered in the name of the
undersigned Warrantholder or his assignee as below indicated and delivered to
the address stated below.
Dated: _______________________
Name of Warrantholder(s)
or Assignee(s) (Please Print): _____________________________
_____________________________
Address (Please Print): _______________________________________
________________________________________________
Signature(s): ________________________________________________
________________________________________________
Note: The above signature(s) must correspond exactly with the
name(s) as written upon the face of this Warrant Certificate, without
alteration or enlargement or any change whatever, unless these
Warrants have been assigned.
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ASSIGNMENT
(To be signed only upon assignment of Warrants)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
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(Name(s) and Address(es) of Assignee(s) Must be Printed or Typewritten)
the within Warrants, hereby irrevocably constituting and appointing
________________________ the undersigned's attorney-in-fact to transfer said
Warrants on the books of the Company, with full power of substitution.
Dated: __________ ___________________________________
___________________________________
Signature(s) of Registered Holder(s)
Note: The above signature(s) must correspond exactly with the
name(s) as written upon the face of this Warrant Certificate, without alteration
or enlargement or any change whatever.
