EXHIBIT 4.15
AMENDMENT TO SHARE PURCHASE WARRANT
OF ARTES MEDICAL, INC.
(Issued in Connection with Bridge Loan 2002)
This Amendment dated as of
June 23, 2006 (this “
Amendment”), to each of the Share Purchase
Warrants (each, a
“Warrant” and collectively, the “
Warrants”) for the purchase of shares of Series
C-1 Preferred Stock of Artes Medical, Inc. (the
“Company”) listed on
Exhibit A hereto, is
made by and between
the Company and each of the holders of one or more Warrants listed on
Exhibit A (each, a
“Holder” and collectively, the
“Holders”).
RECITALS
Whereas, pursuant to the Preamble of each Warrant, each of the Warrants expires and
ceases to be exercisable on the earlier of (i) 5:00 P.M. Pacific Standard Time, on
July 30, 2008 or
(ii) the closing of (a) the sale, lease, transfer or conveyance of all or substantially all of the
assets of
the Company, (b) a consolidation of
the Company with, or merger of
the Company with or
into, any person (including any individual, partnership, joint venture, corporation, trust or group
thereof) other than a consolidation or merger by
the Company with a subsidiary of
the Company in
which
the Company is the continuing entity or (c) the initial underwritten public offering of the
Company’s common stock;
Whereas, pursuant to Section 3 of each Warrant, each Holder is entitled to exercise
such Holder’s Warrant through a “cashless exercise” feature by converting the Warrant into Warrant
Shares (as defined in each of the Warrants) at any time or from time to time during the exercise
period, the number of Warrant Shares to be computed using the Net Issuance formula provided in
Section 3.1 of the Warrant; and
Whereas,
the Company and each of the Holders desire to amend the Warrants held by the
Holders as set forth below.
AGREEMENT
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Amendment to Preamble. The first paragraph of the Preamble of each of the Warrants
is hereby amended and restated in its entirety to read as follows:
“Artes Medical USA, Inc., a Delaware corporation (the “
Company”), hereby certifies that, for
value received,
(including any successors and assigns, “
Holder”), is entitled,
immediately upon or after
the Company completes a Qualified Equity Financing or Alternative Equity
Financing, or in the case of a Corporate Transaction, immediately prior to the consummation of the
Corporate Transaction (the earliest to occur of such dates, the “
Initial Exercise Date”), and
subject to the terms set forth below, to purchase from
the Company at any time or from time to time
before the earlier of (i) 5:00 P.M. Pacific Standard Time, on
July 30, 2008 or (ii) the closing of
(a) the sale, lease, transfer or conveyance of all or substantially all of the assets of the
Company or (b) a consolidation of
the Company with, or merger of
the Company with or into, any
person (including any individual, partnership, joint venture,
corporation, trust or group thereof) other than a consolidation or merger by
the Company with
a
subsidiary of
the Company in which
the Company is the continuing entity (the earlier to occur of
(i) or (ii) the “
Expiration Date”), fully paid and nonassessable shares of
the Company’s capital
stock (the “
Warrant Shares”), with the number and character of the Warrant Shares and the exercise
price of the Warrant Shares to be determined as follows:”
2. Amendment to Section 3. Section 3 of each of the Warrants is hereby deleted in its
entirety.
3. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the State of California as applied to agreements among California residents,
entered into and to be performed entirely within California.
4. Successors and Assigns. This Amendment shall be binding upon, and inure to the
benefit of, the parties hereto, their respective successors and legal representatives and their
permitted assigns.
5. Warrant Terms to Remain in Effect. Except as specifically otherwise modified
herein, each Warrant as previously executed remains in full force and effect.
6.
Effectiveness; No Amendment to Other Warrants. This Amendment shall become
effective as to each of the Warrants upon the execution and delivery by each Holder of a Warrant
Holder Election Form in the form provided by
the Company to the Holder with respect to the
applicable Warrant, indicating such Holder’s agreement to be bound by this Amendment.
Notwithstanding Section 8.5 of each Warrant, this Amendment shall be effective only as to each
Warrant that the applicable Holder has elected to amend as set forth in this Section 6, and shall
not be effective as to any other warrant. Each Warrant so amended by this Amendment shall be
listed on
Exhibit A.
7. Counterparts. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
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