Contract
Exhibit 4.3
THIS
WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT
AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED
UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO
THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT
FROM SUCH REGISTRATION.
WARRANT
TO PURCHASE STOCK
Company:
Number of
Shares:
Set forth
below.
Type/Series of
Stock:
Common Stock, subject to adjustment as
set forth herein
Warrant
Price:
$0.01 per share,
subject to adjustment as set forth herein
Issue
Date:
August 6,
2020
Expiration
Date:
August 6,
2030
Secured
Note:
This Warrant to
Purchase Stock (“Warrant”) is
issued in connection with that certain Note and Warrant Purchase
and Security Agreement (the “Note”), issued
as of the date hereof, by Sanuwave Health, Inc. (the
“Company”) to
NH Expansion Credit Fund Holdings LP (the “Noteholder”).
THIS
WARRANT CERTIFIES THAT, for good and valuable consideration, NH
Expansion Credit Fund Holdings LP (“Holder”) is
entitled to purchase such number of fully paid and non-assessable
shares (the “Shares”) of
the above-stated Type/Series of Stock (the “Class”) of the
Company as is equal to two percent (2.00%) of the Company’s
Common Stock on a Fully Diluted Basis (as defined below) as of the
Issue Date plus any Post-Closing Adjustment (as defined below), if
any, at a price per Share equal to the Warrant Price, which price
is subject to adjustment pursuant to Section 2 of this
Warrant, and upon the terms and conditions set forth in this
Warrant.
As of
the Issue Date, the Company’s outstanding Common Stock on a
Fully Diluted Basis (as defined below) is 623,988,938. “Fully Diluted
Basis” shall mean the Company’s outstanding
common stock including: (i) all common stock, (ii) all preferred
stock on an as-converted to common stock basis, (iii) all stock
reserved for grant or issuance under the Company’s employee
option pool, and assuming the exercise of all convertible notes, if
any, warrants and options to purchase stock and the conversion of
all rights to purchase stock and any other securities convertible
into or exchangeable for Common Stock of the Company.
“Post-Closing Adjustment” shall mean any increase in
the Company’s outstanding common stock after the Issue Date
for which a corresponding adjustment is not already made pursuant
to Section 2 due to (i) the issuance of additional shares of common
stock pursuant to Section 6.1 of that certain Securities Purchase
Agreement by and among the Issuer and the parties thereto dated as
of the date hereof (the “Securities Purchase
Agreement”), (ii) any increase in the number of shares
of common stock for which the warrants issued pursuant to the
Securities Purchase Agreement become exercisable, and (iii) any
issuance of additional shares of common stock as a result of the
conversion to common stock of any convertible note issued on or
prior to the Issue Date.
SECTION
1.
EXERCISE.
1.1 Method
of Exercise. Holder may at any time and from time to time
exercise this Warrant, in whole or in part, by delivering to the
Company the original of this Warrant together with a duly executed
Notice of Exercise in substantially the form attached hereto as
Appendix 1 and, unless Holder is exercising this Warrant pursuant
to a cashless exercise set forth in Section 1.2, a check, wire
transfer of same-day funds (to an account designated by the
Company), or other form of payment acceptable to the Company for
the aggregate Warrant Price for the Shares being
purchased.
1.2 Cashless
Exercise. On any exercise of this Warrant, in lieu of
payment of the aggregate Warrant Price in the manner as specified
in Section 1.1 above, but otherwise in accordance with the
requirements of Section 1.1, Holder may elect to receive
Shares equal to the value of this Warrant, or portion hereof as to
which this Warrant is being exercised. Thereupon, the Company shall
issue to Holder such number of fully paid and non-assessable Shares
as are computed using the following formula:
X =
Y(A-B)/A
where:
X
=
the number of
Shares to be issued to Holder;
Y
=
the number of
Shares with respect to which this Warrant is being exercised
(inclusive of the Shares surrendered to the Company in payment of
the aggregate Warrant Price);
A
=
the Fair Market
Value (as determined pursuant to Section 1.3 below) of one
Share; and
B
=
the Warrant
Price.
1.3 Fair
Market Value. If the Company’s common stock is then
traded or quoted on a nationally recognized securities exchange,
inter-dealer quotation system or over-the-counter market (a
“Trading
Market”), the fair market value of a Share shall be
the daily volume weighted average price of a share of common stock
reported for the Business Day immediately before the date on which
Holder delivers this Warrant together with its Notice of Exercise
to the Company. If the Company’s common stock is not traded
in a Trading Market, the Board of Directors of the Company shall
determine the fair market value of a Share in its reasonable good
faith judgment. Notwithstanding the foregoing, if Holder advises
the Company in writing that Holder disagrees with such
determination, then Company and Holder shall promptly agree upon a
reputable investment banking firm to undertake such valuation. If
the valuation of such investment banking firm is greater than that
determined by the Board of Directors of the Company, then all fees
and expenses of such investment banking firm shall be paid by
Company. In all other circumstances, such fees and expenses shall
be paid by Holder.
1.4 Delivery
of Certificate and New Warrant. Within a reasonable time
after Holder exercises this Warrant in the manner set forth in
Section 1.1 or 1.2 above, the Company shall deliver to Holder
a certificate representing the Shares issued to Holder upon such
exercise and, if this Warrant has not been fully exercised and has
not expired, a new warrant of like tenor representing the Shares
not so acquired.
1.5 Replacement
of Warrant. On 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, on
delivery of an indemnity agreement reasonably satisfactory in form,
substance and amount to the Company or, in the case of mutilation,
on surrender of this Warrant to the Company for cancellation, the
Company shall, within a reasonable time, execute and deliver to
Holder, in lieu of this Warrant, a new warrant of like tenor and
amount.
1.6 Treatment
of Warrant Upon Acquisition of Company.
(a) For
the purpose of this Warrant, “Acquisition”
means any transaction or series of related transactions involving:
(i) the sale, lease, exclusive license, or other disposition of all
or substantially all of the assets of the Company; (ii) any merger
or consolidation of the Company into or with another person or
entity (other than a merger or consolidation effected exclusively
to change the Company’s domicile), or any other corporate
reorganization, in which the stockholders of the Company in their
capacity as such immediately prior to such merger, consolidation or
reorganization, own less than a majority of the Company’s (or
the surviving or successor entity’s) outstanding voting power
immediately after such merger, consolidation or reorganization; or
(iii) any sale or other transfer by the stockholders of the Company
of shares representing at least a majority of the Company’s
then-total outstanding combined voting power.
(b) In
the event of an Acquisition in which (i) the consideration to be
received by the Company’s stockholders consists solely of
cash, solely of Marketable Securities or a combination of cash and
Marketable Securities (a “Cash/Public Acquisition”) and (ii)
the outstanding amounts due under the Notes (as defined in the
Purchase Agreement) have been repaid in full prior to or
concurrently with such Acquisition, this Warrant shall be
automatically deemed exercised pursuant to Section 1.2, effective
immediately prior to and contingent upon the consummation of such
Acquisition provided that if the sum of the Fair Market Value of
the Marketable Securities and Cash payable to Holder is less than
the Minimum Cash Value, the Company shall, as a condition to the
exercise of the Warrant, subject to the Company having legally
available funds, pay Holder in cash the amount of such difference.
For purposes of the foregoing sentence, the value of Marketable
Securities shall be determined as set forth in 1.3 by reference to
the date immediately prior to the date the Acquisition is
consummated. “Minimum Cash Value” means the Put Amount
(as defined below).
(c) The
Company shall provide Holder with written notice of its request
relating to the Cash/Public Acquisition (together with such
reasonable information as Holder may reasonably require regarding
the treatment of this Warrant in connection with such contemplated
Cash/Public Acquisition giving rise to such notice), which is to be
delivered to Holder not less than seven (7) Business Days prior to
the closing of the proposed Cash/Public Acquisition.
Notwithstanding the foregoing, if, immediately prior to the
Cash/Public Acquisition, the fair market value of one Share (or
other security issuable upon the exercise hereof) as determined in
accordance with Section 1.3 above would be greater than the Warrant
Price in effect on such date, then this Warrant shall automatically
be deemed on and as of such date to be exercised pursuant to
Section 1.2 above as to all Shares (or such other securities) for
which it shall not previously have been exercised, and the Company
shall promptly notify the Holder of the number of Shares (or such
other securities) issued upon such exercise to the
Holder.
(d) Upon
the closing of any Acquisition other than a Cash/Public Acquisition
defined above, the Warrant shall be treated in accordance with
Section 1.7.
(e) As
used in this Warrant, “Marketable
Securities” means securities meeting all of the
following requirements: (i) the issuer thereof is then subject to
the reporting requirements of Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the
“Exchange
Act”), and is then current in its filing of all
required reports and other information under the Act and the
Exchange Act; (ii) the class and series of shares or other security
of the issuer that would be received by Holder in connection with
the Acquisition were Holder to exercise this Warrant on or prior to
the closing thereof is then traded in Trading Market; and (iii)
Holder would be able to publicly re-sell, within six (6) months
following the closing of such Acquisition, all of the
issuer’s shares and/or other securities that would be
received by Holder in such Acquisition were Holder to exercise this
Warrant in full on or prior to the closing of such
Acquisition.
1.7 Put
Option. At any time after repayment (or other
satisfaction of) the Note, but prior to the Expiration Date or any
exercise in full of this Warrant, Holder shall have the option to
require the Company to, and the Company shall, subject to the
Company having legally available funds, immediately upon written
request therefor, repurchase this Warrant, for cash in an amount
equal to the Put Amount (as defined below). Without limiting the
foregoing, in the event of a Change of Control (as defined in the
Note), Acquisition and/or acceleration of the Note (whether
following an Event of Default (as defined therein) or otherwise),
in each case other than a Cash/Public Acquisition in which case the
Warrant will be treated in accordance with Section 1.6(b), while
the Warrant is outstanding and prior to any exercise in full of
this Warrant, the Company shall, subject to the Company having
legally available funds, remit to Holder the Put Amount in
connection with repayment or other satisfaction of the Note. After
remittance of the Put Amount, the Warrant shall be cancelled and of
no further force or effect. As used in this Warrant,
“Put
Amount” means an amount
equal to (i) Two Million Five Hundred Thousand Dollars
($2,500,000.00), multiplied by (ii) the quotient obtained by
dividing (x) the number of Shares for which the Warrant is
exercisable at such time, by (y) the original maximum number of
Shares for which the Warrant was originally exercisable at the time
of issuance (as may be adjusted from time to time pursuant to
Section 2).
SECTION
2.
ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.
2.1 Stock
Dividends, Splits, Etc. If the Company declares or pays a
dividend or distribution on the outstanding shares of the Class
payable in common stock or other securities or property (other than
cash), then upon exercise of this Warrant, for each Share acquired,
Holder shall receive, without additional cost to Holder, the total
number and kind of securities and property which Holder would have
received had Holder owned the Shares of record as of the date the
dividend or distribution occurred. If the Company subdivides the
outstanding shares of the Class by reclassification or otherwise
into a greater number of shares, the number of Shares purchasable
hereunder shall be proportionately increased and the Warrant Price
shall be proportionately decreased. If the outstanding shares of
the Class are combined or consolidated, by reclassification or
otherwise, into a lesser number of shares, the Warrant Price shall
be proportionately increased and the number of Shares shall be
proportionately decreased.
2.2 Reclassification,
Exchange, Combinations or Substitution. Upon any event
whereby all of the outstanding shares of the Class are
reclassified, exchanged, combined, substituted, or replaced for,
into, with or by Company securities of a different class and/or
series, then from and after the consummation of such event, this
Warrant will be exercisable for the number, class and series of
Company securities that Holder would have received had the Shares
been outstanding on and as of the consummation of such event, and
subject to further adjustment thereafter from time to time in
accordance with the provisions of this Warrant. The provisions of
this Section 2.2 shall similarly apply to successive
reclassifications, exchanges, combinations substitutions,
replacements or other similar events.
2.3 No
Fractional Share. No fractional Share shall be issuable upon
exercise of this Warrant and the number of Shares to be issued
shall be rounded down to the nearest whole Share. If a fractional
Share interest arises upon any exercise of the Warrant, the Company
shall eliminate such fractional Share interest by paying Holder in
cash the amount computed by multiplying the fractional interest by
(i) the Fair Market Value of a full Share, less (ii) the
then-effective Warrant Price.
2.4 Notice/Certificate
as to Adjustments. Upon each adjustment of the Warrant
Price, Class and/or number of Shares, the Company, at the
Company’s expense, shall notify Holder in writing within a
reasonable time setting forth the adjustments to the Warrant Price,
Class and/or number of Shares and facts upon which such adjustment
is based. The Company shall, upon written request from Holder,
furnish Holder with a certificate of its Chief Financial Officer,
including computations of such adjustment and the Warrant Price,
Class and number of Shares in effect upon the date of such
adjustment.
SECTION
3.
REPRESENTATIONS AND COVENANTS OF THE COMPANY.
3.1 Representations
and Warranties. The Company represents and warrants to, and
agrees with, Holder that all Shares which may be issued upon the
exercise of this Warrant, shall, upon issuance, be duly authorized,
validly issued, fully paid and non-assessable, and free of any
liens and encumbrances except for restrictions on transfer provided
for herein or under applicable federal and state securities laws.
The Company covenants that it shall at all times cause to be
reserved and kept available out of its authorized and unissued
capital stock such number of shares of the Class, common stock and
other securities as will be sufficient to permit the exercise in
full of this Warrant
3.2 Notice
of Certain Events. If the Company proposes at any time
to:
(a) declare
any dividend or distribution upon the outstanding shares of the
Class or common stock, whether in cash, property, stock, or other
securities and whether or not a regular cash dividend;
(b) offer
for subscription or sale pro rata to Holders of the outstanding
shares of the Class any additional shares of any class or series of
the Company’s stock (other than pursuant to contractual
pre-emptive rights); or
(c) effect
an Acquisition or to liquidate, dissolve or wind up;
then,
in connection with each such event, the Company shall give
Holder:
(1) at
least ten (10) Business Days prior written notice of the date on
which a record will be taken for such dividend, distribution, or
subscription rights (and specifying the date on which holders of
outstanding shares of the Class will be entitled thereto) or for
determining rights to vote, if any, in respect of the matters
referred to in (a) and (b) above; and
(2) in
the case of the matters referred to in (c) above at least ten (10)
Business Days prior written notice of the date when the same will
take place (and specifying the date on which Holders of outstanding
shares of the Class will be entitled to exchange their shares for
the securities or other property deliverable upon the occurrence of
such event).
3.3 Information
Rights. So long as the Holder holds this Warrant and/or any
of the Shares, the Company shall deliver to the Holder (a) within
ninety (90) days after the end of each fiscal year of the Company,
the annual audited financial statements of the Company and (b)
within forty-five (45) days after the end of each of the first
three quarters of each fiscal year, the Company’s quarterly,
unaudited financial statements, provided that Company need not
provide such information for any period in which Company has filed
Form 10K or Form 10Q (as applicable) with the Securities and
Exchange Commission or for any period for which financial
statements were provided to Noteholder pursuant to the
Note.
SECTION
4.
REPRESENTATIONS, WARRANTIES OF HOLDER.
Holder
represents and warrants to the Company as follows:
4.1 Purchase
for Own Account. This Warrant and the securities to be
acquired upon exercise of this Warrant by Holder are being acquired
for investment for Holder’s account, not as a nominee or
agent, and not with a view to the public resale or distribution
within the meaning of the Act. Holder also represents that it has
not been formed for the specific purpose of acquiring this Warrant
or the Shares.
4.2 Disclosure
of Information. Holder is aware of the Company’s
business affairs and financial condition and has received or has
had full access to all the information it considers necessary or
appropriate to make an informed investment decision with respect to
the acquisition of this Warrant and its underlying securities.
Holder further has had an opportunity to ask questions and receive
answers from the Company regarding the terms and conditions of the
offering of this Warrant and its underlying securities and to
obtain additional information (to the extent the Company possessed
such information or could acquire it without unreasonable effort or
expense) necessary to verify any information furnished to Holder or
to which Holder has access.
4.3 Investment
Experience. Holder understands that the purchase of this
Warrant and its underlying securities involves substantial risk.
Holder has experience as an investor in securities of companies in
the development stage and acknowledges that Holder can bear the
economic risk of such Holder’s investment in this Warrant and
its underlying securities and has such knowledge and experience in
financial or business matters that Holder is capable of evaluating
the merits and risks of its investment in this Warrant and its
underlying securities and/or has a preexisting personal or business
relationship with the Company and certain of its officers,
directors or controlling persons of a nature and duration that
enables Holder to be aware of the character, business acumen and
financial circumstances of such persons.
4.4 Accredited
Investor Status. Holder is an “accredited
investor” within the meaning of Regulation D promulgated
under the Act.
4.5 The
Act. Holder understands that this Warrant and the Shares
issuable upon exercise hereof have not been registered under the
Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of
Holder’s investment intent as expressed herein. Holder
understands that this Warrant and the Shares issued upon any
exercise hereof must be held indefinitely unless subsequently
registered under the Act and qualified under applicable state
securities laws, or unless exemption from such registration and
qualification are otherwise available. Holder is aware of the
provisions of Rule 144 promulgated under the Act.
4.6 No
Voting Rights. Holder, as a holder of this Warrant, will not
have any voting rights until the exercise of this
Warrant.
SECTION
5.
MISCELLANEOUS.
5.1 Term
and Automatic Conversion Upon Expiration.
(a) Term.
Subject to the provisions of Section 1.6 above, this Warrant
is exercisable in whole or in part at any time and from time to
time on or before 6:00 PM, Pacific Time, on the Expiration Date and
shall be void thereafter.
(b) Automatic
Cashless Exercise upon Expiration. This Warrant shall
automatically be deemed exercised on and as of the Expiration Date
pursuant to Section 1.2 above as to all Shares, and the
Company shall, within 5 Business Days, deliver a certificate
representing the Shares (or such other securities) issued upon such
exercise to Holder, together with any cash payment required
pursuant to Section 2.5.
5.2 Legends.
The Shares shall be imprinted with a legend in substantially the
following form:
THE
SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER
SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM
SUCH REGISTRATION.
5.3 Compliance
with Securities Laws on Transfer. This Warrant and the
Shares issuable upon exercise of this Warrant may not be
transferred or assigned in whole or in part except in compliance
with applicable federal and state securities laws by the transferor
and the transferee. The Company shall not require Holder to provide
an opinion of counsel if the transfer is to any affiliate of
Holder, provided that any such transferee is an “accredited
investor” as defined in Regulation D promulgated under the
Act. Additionally, the Company shall also not require an opinion of
counsel if there is no material question as to the availability of
Rule 144 promulgated under the Act.
5.4 Transfer
Procedure. Holder may transfer this Warrant to an affiliate
and such affiliate may make subsequent assignments to its
affiliates. By its acceptance of this Warrant, any affiliate of
Holder, and any affiliate to which this Warrant is subsequently
transferred, makes to the Company each of the representations and
warranties set forth in Section 4 hereof and agrees to be
bound by all of the terms and conditions of this Warrant as if the
original Holder hereof. Subject to the provisions of
Section 5.3, any Holder may transfer all or part of this
Warrant or the Shares issuable upon exercise of this Warrant to any
non-affiliated transferee, provided, however, in connection with
any such transfer, Holder will give the Company notice of such
transfer with the name, address and taxpayer identification number
of the non-affiliated transferee and, at the Company’s
request, will surrender the Warrant or Shares, as applicable, to
the Company for reissuance to the non-affiliated transferee(s); and
provided further, that any subsequent non-affiliated transferee
shall agree in writing with the Company to be bound by all of the
terms and conditions of this Warrant.
5.5 Notices.
All notices and other communications hereunder from the Company to
Holder, or vice versa, shall be deemed delivered and effective (i)
when given personally, (ii) on the third (3rd) Business Day after
being mailed by first-class registered or certified mail, postage
prepaid, (iii) upon actual receipt if given by electronic mail and
such receipt is confirmed in writing by the recipient, or (iv) on
the first Business Day following delivery to a reliable overnight
courier service, courier fee prepaid, in any case at such address
as may have been furnished to the Company or Holder, as the case
may be, in writing by the Company or such Holder from time to time
in accordance with the provisions of this Section 5.5. All
notices to Holder shall be addressed as follows until the Company
receives notice of a change of address in connection with a
transfer or otherwise:
NH
Expansion Credit Fund Holdings LP
0000
Xxxxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 00000
Attn:
Xxxxx Xxxxxxxxxx
Notice
to the Company shall be addressed as follows until Holder receives
notice of a change in address:
0000
Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx
00000
Attn:
Xxxx X. Xxxxxxxxx, Chief Financial Officer
Email:
xxxx.xxxxxxxxx@xxxxxxxx.xxx
5.6 Waiver.
This Warrant and any term hereof may be changed, waived, discharged
or terminated (either generally or in a particular instance and
either retroactively or prospectively) only by an instrument in
writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought.
5.7 Attorneys’
Fees. In the event of any dispute between the parties
concerning the terms and provisions of this Warrant, the party
prevailing in such dispute shall be entitled to collect from the
other party all costs incurred in such dispute, including
reasonable attorneys’ fees.
5.8 Counterparts;
Facsimile/Electronic Signatures. This Warrant may be
executed in counterparts, all of which together shall constitute
one and the same agreement. Any signature page delivered
electronically or by facsimile shall be binding to the same extent
as an original signature page with regards to any agreement subject
to the terms hereof or any amendment thereto.
5.9 Governing
Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York, without giving
effect to its principles regarding conflicts of law.
5.10 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.
5.11 Business
Days. “Business Day” is any day that is not a
Saturday, Sunday or a day on which banks in New York City are
closed.
[Balance of Page Intentionally
Left Blank]
IN
WITNESS WHEREOF, the parties have caused this Warrant to Purchase
Stock to be executed by their duly authorized representatives
effective as of the Issue Date written above.
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“COMPANY”
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By: /s/
Xxxx X. Xxxxxxxxx
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Name:
Xxxx X. Xxxxxxxxx
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Title:
Chief Financial Officer
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“HOLDER”
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NH
EXPANSION CREDIT FUND HOLDINGS LP
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By: MS
Expansion Credit GP L.P., its general partner
By: MS
Expansion Credit GP Inc., its general partner
By:
Xxxxxxx Xxxxxxx
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Name:
Xxxxxxx Xxxxxxx
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Title:
Managing Director
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[Signature Page to Warrant to
Purchase Stock]
APPENDIX
1
NOTICE OF EXERCISE
1. The
undersigned Holder hereby exercises its right to purchase
___________ shares of the Common/Series ______ Preferred [circle
one] Stock of Sanuwave Health, Inc. (the “Company”) in
accordance with the attached Warrant To Purchase Stock, and tenders
payment of the aggregate Warrant Price for such shares as
follows:
[
] check
in the amount of $________ payable to order of the Company enclosed
herewith
[
] Wire
transfer of immediately available funds to the Company’s
account
[
] Cashless
Exercise pursuant to Section 1.2 of the Warrant
[
] Other
[Describe] __________________________________________
2. Attached
is a calculation of any adjustment to the number of Shares in
accordance with Section 2.6.
3. Please
issue a certificate or certificates representing the Shares in the
name specified below:
Holder’s
Name
(Address)
4. By
its execution below and for the benefit of the Company, Holder
hereby restates each of the representations and warranties in
Section 4 of the Warrant to Purchase Stock as of the date
hereof.
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HOLDER:
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By:
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Name:
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Title:
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Date:
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