FIRST AMENDMENT TO WARRANT AGENT AGREEMENT
Exhibit 4.5
FIRST AMENDMENT
TO
Aytu Bioscience, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”) agree to this first amendment (“Amendment”) to the Warrant Agent Agreement between the parties dated May 6, 2016 (the “Warrant Agreement”) effective as of [__________], 2016 (“Effective Date”).
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance with the terms set forth in this Warrant Agreement in connection with the issuance, registration, transfer, exchange and exercise of the New Warrants.
1. The Company hereby appoints the Warrant Agent to act as agent for the Company with respect to the New Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions set forth in the Warrant Agreement (and no implied terms or conditions). Any reference in the Warrant Agreement to “Warrant”, “Warrants”, “Warrant Certificate” and “Warrant Certificates” shall mean and include both the Original Warrants and the New Warrants.
2. Except as modified herein, all other terms and conditions of the Warrant Agreement shall remain unchanged and in full force and effect.
3. This Amendment may be executed in any number of original, facsimile or electronic counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
[The next page is the signature page]
AYTU BIOSCIENCE, INC. | ||
By: _____________________________ | ||
Name: Xxxxxxx X. Xxxxx | ||
Title: Chief Financial Officer | ||
Address for notices: | ||
Aytu Bioscience, Inc. | ||
000 Xxxxxxxxx Xxxxxxx, Xxxxx 000 | ||
Xxxxxxxxx, XX 00000 | ||
Attention: Xxxxxxx X. Xxxxx | ||
Telephone: (000) 000-0000 | ||
Facsimile: | ||
E-mail: xxxxxx@xxxxxxxxxxx.xxx | ||
VStock Transfer, LLC | ||
As Warrant Agent | ||
By: _____________________________ | ||
Name: | ||
Title: |