Exhibit 4.2
THIS WARRANT AND THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER
SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE
REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
IN ADDITION, THIS WARRANT AND THE SECURITIES
ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING,
SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON
FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE DATE OF THE PUBLIC OFFERING OF THE COMPANY’S SECURITIES
PURSUANT TO REGISTRATION STATEMENT NO.: 333-265967 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, EXCEPT IN ACCORDANCE WITH FINRA
RULE 5110(G)(2).
CLEARSIGN TECHNOLOGIES CORPORATION
UNDERWRITER WARRANT
_______ shares of Common Stock
______, 2024
This UNDERWRITER WARRANT
(this “Warrant”) of ClearSign Technologies Corporation, a corporation duly organized and validly existing under
the laws of the State of Delaware (the “Company”), is being issued pursuant to that certain Underwriting Agreement,
dated April 19, 2024 (the “Agreement”), between the Company and Public Ventures, LLC relating to a firm commitment
public offering (the “Offering”) of securities of the Company pursuant to the Agreement.
FOR VALUE RECEIVED, the
Company hereby grants to Public Ventures, LLC and its permitted successors and assigns (collectively, the “Holder”)
the right to purchase from the Company up to ______ shares (such shares underlying this Warrant, the “Warrant Shares”)
of common stock, $0.0001 par value, of the Company (the “Common Stock”), at a per share purchase price equal to $1.1375
(the “Exercise Price”), subject to the terms, conditions and adjustments set forth below in this Warrant.
1. Date
of Warrant Exercise. This Warrant shall become exercisable one hundred eighty (180) days after the Base Date (the “Exercise
Date”). As used in this Warrant, the term “Base Date” shall mean ______, 2024. Except as permitted by applicable
rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”), this Warrant and the underlying Warrant
Shares shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put,
or call transaction that would result in the effective economic disposition of the securities by any person prior to the date that is
one hundred eighty (180) days immediately following the Base Date pursuant to FINRA Rule 5110(e)(1), except as permitted under FINRA
Rule 5110(e)(2).
2. Expiration
of Warrant. This Warrant shall expire on the five (5) year anniversary of the Base Date (the “Expiration Date”).
3. Exercise
of Warrant. This Warrant shall be exercisable pursuant to the terms of this Section 3.
3.1 Manner
of Exercise.
(a) This
Warrant may only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance
with the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant,
during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions
in New York, New York are authorized by law to be closed (a “Business Day”), by surrender of this Warrant to the Company
at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice in the form attached
as Exhibit A to this Warrant duly executed by the Holder, together with the payment of the aggregate Exercise Price for the
number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender of this Warrant, the Company shall cancel this Warrant
document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 3.3.
(b) Except
as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied by payment in full of the
aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased
by the Holder upon such exercise.
(c) The
aggregate Exercise Price for the number of Warrant Shares being purchased may also, in the sole discretion of the Holder, be paid in full
or in part on a “cashless basis” at the election of the Holder in the form of Warrant Shares withheld by the Company from
the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise
equal to the aggregate Exercise Price of the Warrant Shares being purchased on a “cashless” basis by the Holder.
For purposes of this Warrant,
the term “Fair Market Value” means with respect to a particular date, the average closing price of the Common Stock
for the five (5) Trading Days immediately preceding the applicable exercise herein as officially reported by the principal securities
exchange on which the Common Stock is then listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading
on any securities exchange as determined in good faith by resolution of the Board of Directors of the Company, based on the best information
available to it. For purposes of this Warrant, (i) the term “Trading Day” means a day on which the Common Stock
is traded on a Trading Market, and (ii) the term “Trading Market” means any of the following markets or exchanges
on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq
Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).
To illustrate a cashless exercise
of this Warrant under Section 3.1(c) (or for a portion thereof for which cashless exercise treatment is requested), the
calculation of such exercise shall be as follows:
X = Y (A-B)/A
where:
| X = | the number of Warrant Shares to be issued to the Holder (rounded to the nearest whole share). |
| |
Y = |
the number of Warrant Shares with respect to which this Warrant is being exercised. |
| |
A = |
the Fair Market Value of the Common Stock. |
(d) For
purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood, and acknowledged that the Common Stock
issuable upon exercise of this Warrant in a cashless exercise transaction as described in Section 3.1(c) above shall
be deemed to have been acquired at the time this Warrant was issued. Moreover, it is intended, understood, and acknowledged that the holding
period for the Common Stock issuable upon exercise of this Warrant in a cashless exercise transaction as described in Section 3.1(c) above
shall be deemed to have commenced on the date this Warrant was issued.
3.2 When
Exercise Effective. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business
on the Business Day on which this Warrant shall have been duly surrendered to the Company, and, at such time, the Holder in whose name
any certificate or certificates for Warrant Shares shall be issuable upon exercise as provided in Section 3.3 hereof shall
be deemed to have become the holder or holders of record thereof of the number of Warrant Shares purchased upon exercise of this Warrant.
3.3 Delivery
of Common Stock Certificates and New Warrant. As soon as reasonably practicable after each exercise of this Warrant, in whole or in
part, and in any event within three (3) Business Days thereafter, the Company, at its expense (including the payment by it of any
applicable issue taxes), will cause to be issued in the name of and delivered to the Holder hereof or, subject to Sections 9 and
10 hereof, as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct:
(a) a
book-entry statement (with appropriate restrictive legends, as applicable) for the number of duly authorized, validly issued, fully paid
and non-assessable Warrant Shares to which the Holder shall be entitled upon exercise; and
(b) in
case exercise is in part only, a new Warrant document of like tenor, dated the date hereof, for the remaining number of Warrant Shares
issuable upon exercise of this Warrant after giving effect to the partial exercise of this Warrant (including the delivery of any Warrant
Shares as payment of the Exercise Price for such partial exercise of this Warrant).
3.4 Beneficial
Ownership Limitation. The Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 3 or otherwise, to the extent that after giving effect to such issuance after
exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates (as such term is defined
in Rule 405 promulgated under the Securities Act), and any other persons acting as a group together with the Holder or any of the
Holder’s Affiliates (such persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial
Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned
by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of
such Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would
be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of
its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities
of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at
any time shares of Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of
Common Stock (“Common Stock Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation
contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding
sentence, for purposes of this Section 3.4, beneficial ownership shall be calculated in accordance with Section 13(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated
thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance
with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance
therewith. To the extent that the limitation contained in this Section 3.4 applies, the determination of whether this Warrant
is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which
portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall
be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the
Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject
to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination.
In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of
the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.4, in determining
the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected
in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission (the “Commission”),
as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company
or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder,
the Company shall within two (2) Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then
outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or
exercise of securities of the Company, including such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as
of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall
be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock
issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation
provisions of this Section 3.4, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number
of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this
Warrant held by the Holder and the provisions of this Section 3.4 shall continue to apply. Any increase in the Beneficial
Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph
shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.4 to correct
this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein
contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained
in this paragraph shall apply to a successor holder of this Warrant.
4. Certain
Adjustments. For so long as this Warrant is outstanding:
4.1 Mergers
or Consolidations. If at any time after the date hereof there shall be a capital reorganization (other than a combination or subdivision
of Common Stock otherwise provided for herein) resulting in a reclassification to or change in the terms of securities issuable upon exercise
of this Warrant (a “Reorganization”), or a merger or consolidation of the Company with another corporation, association,
partnership, organization, business, individual, government or political subdivision thereof or a governmental agency (a “Person”
or the “Persons”) (other than (i) a merger with another Person which does not result in any reclassification or
change in the terms of securities issuable upon exercise of this Warrant or (ii) a merger effected exclusively for the purpose of
changing the name or domicile of the Company) (a “Merger”), then, as a part of such Reorganization or Merger, lawful
provision and adjustment shall be made so that the Holder shall thereafter be entitled to receive, upon exercise of this Warrant, the
number of shares of stock or any other equity or debt securities or property receivable upon such Reorganization or Merger by a holder
of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such Reorganization
or Merger. In any such case, appropriate adjustment shall be made in the application of the provisions of this Warrant with respect to
the rights and interests of the Holder after the Reorganization or Merger to the end that the provisions of this Warrant (including adjustment
of the Exercise Price then in effect and the number of Warrant Shares) shall be applicable after that event, as near as reasonably may
be, in relation to any shares of stock, securities, property or other assets thereafter deliverable upon exercise of this Warrant. The
provisions of this Section 4.1 shall similarly apply to successive Reorganizations and/or Mergers.
4.2 Splits
and Subdivisions; Dividends. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares
of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this
Warrant or the Public Warrants (as defined in the Agreement)), (ii) subdivides outstanding shares of Common Stock into a larger number
of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares,
or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the
Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury
shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding
immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that
the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 4.2 shall become
effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and
shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
5. No
Impairment. The Company will not, by amendment of its certificate of incorporation or by-laws or through any consolidation, merger,
reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all of
the terms and in the taking of all actions necessary or appropriate in order to protect the rights of the Holder against impairment.
6. Notice
as to Adjustments. With respect to each adjustment pursuant to Section 4 of this Warrant, the Company, at its expense,
will promptly compute the adjustment or re-adjustment in accordance with the terms of this Warrant and furnish the Holder with a certificate
certified and confirmed by the Secretary or Chief Financial Officer of the Company setting forth, in reasonable detail, the event requiring
the adjustment or re-adjustment and the amount of such adjustment or re-adjustment, the method of calculation thereof and the facts upon
which the adjustment or re-adjustment is based, and the Exercise Price and the number of Warrant Shares or other securities purchasable
hereunder after giving effect to such adjustment or re-adjustment, which report shall be mailed by first class mail, postage prepaid,
or emailed to the Holder; provided, that the Company may satisfy the notice requirement set forth in this Section 6 by filing such
notice with the Commission pursuant to a Current Report on Form 8-K, Quarterly Report on Form 10-Q or Annual Report on Form 10-K.
7. Reservation
of Shares. The Company shall, solely for the purpose of effecting the exercise of this Warrant, at all times during the term of this
Warrant, reserve and keep available out of its authorized shares of Common Stock, free from all taxes, liens and charges with respect
to the issue thereof and not subject to preemptive rights of shareholders of the Company, such number of its shares of Common Stock as
shall from time to time be sufficient to effect in full the exercise of this Warrant. If at any time the number of authorized but unissued
shares of Common Stock shall not be sufficient to effect in full the exercise of this Warrant, in addition to such other remedies as shall
be available to Holder, the Company will promptly take such corporate action as may, in the opinion of its counsel, be necessary to increase
the number of authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including
without limitation, using its Reasonable Commercial Efforts (as defined below) to obtain the requisite shareholder approval necessary
to increase the number of authorized shares of Common Stock. The Company hereby represents and warrants that all shares of Common Stock
issuable upon proper exercise of this Warrant shall be duly authorized and, when issued and paid for upon proper exercise, shall be validly
issued, fully paid and nonassessable.
8. Registration
and Listing.
8.1 Definition
of Registrable Securities; Majority. As used herein, the term “Registrable Securities” means any shares of Common
Stock issuable upon the exercise of this Warrant until the date (if any) on which such shares shall have been transferred or exchanged
and new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent
disposition of the shares shall not require registration or qualification under the Securities Act or any similar state law then in force.
For purposes of this Warrant, the term “Majority Holders” shall mean in excess of fifty percent (50%) of the then outstanding
Warrant Shares.
8.2 Demand
Registration Rights.
(a) The
Company, upon written demand (“Demand Notice”) of the Majority Holders, agrees to register on one occasion all of the
Registrable Securities (a “Demand Right”). On such occasion, the Company will file a registration statement or a post-effective
amendment to the registration statement covering the Registrable Securities within forty-five (45) days after receipt of a Demand Notice
and use its Reasonable Commercial Efforts to have such registration statement or post-effective amendment declared effective as soon as
possible thereafter; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company
has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3
hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if
such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such
registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may
be made at any time, on one (1) occasion only, during a period commencing 120 days after the Base Date and ending on the fifth year
of the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice to all other registered
Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice.
(b) The
fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a) shall be borne as set
forth in Section 8.6. For the avoidance of doubt, the holders of Registrable Securities shall pay any and all underwriting
commissions and the expenses of any legal counsel selected by them to represent them in connection with the sale of the Registrable Securities,
except as set forth in Section 8.6. The Company agrees to use its Reasonable Commercial Efforts to qualify or register the
Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in
no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the
Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state
or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders
of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall use Reasonable Commercial Efforts
to cause any registration statement or post-effective amendment filed pursuant to the Demand Right granted under Section 8.2(a) to
remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment.
The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement,
and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no
longer be used due to a material misstatement or omission. Notwithstanding the provisions of this Section 8.2(b), the Holder
shall be entitled to a demand registration under this Section on only one (1) occasion and such demand registration right shall
terminate in accordance with Section 8.2(a) and FINRA Rule 5110(g)(8)(C).
8.3 Incidental
Registration Rights.
(a) If
during the period of five (5) years after the Base Date, the Company proposes to register any of its securities under the Securities
Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant
to registration on Form S-4 or S-8 or any successor forms or in connection with securities issued pursuant to clirSPV LLC’s
participation right granted in connection with that certain Stock Purchase Agreement dated July 12, 2018, between the Company and
clirSVP LLC) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any
shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred
to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days
prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The
holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten
(10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of
by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect the
registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such
holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable
Securities in the registration statement which covers the securities which the Company proposes to register. In connection with such registration,
Company will file a registration statement with the Commission on Form S-3 or other appropriate form if necessary to comply with
General Instruction I.B.6. of Form S-3 and Commission interpretations thereof. The Company will pay all Registration Expenses in
connection with each registration of Registrable Securities pursuant to this Section 8.3, but the holders of Registrable Securities
shall pay any and all underwriting commissions and the expenses of any legal counsel selected by them to represent them in connection
with the sale of the Registrable Securities, except as set forth in Section 8.6.
(b) If
the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3
and such securities are to be distributed by or through one or more underwriters or a registered broker dealer, the Company will, if requested
by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters or registered broker dealer
to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters
or registered broker dealer, provided that if the managing underwriter or registered broker dealer of such offering shall inform the Company
its belief (including as statement of the basis of that belief and the approximate number of Registrable Securities to be removed and
the number of any other shares included in the offering by persons other than the Company and whether or not they are being cut back and
by what amount, and the shares to be offered by the Company) that inclusion in such registration statement and/or distribution of all
or a specified number of such securities proposed to be distributed by such underwriters or registered broker dealer would interfere with
the successful marketing of the securities being distributed by such underwriters or registered broker dealer, then the Company may, upon
written notice to the holders of the Registrable Securities, reduce pro rata in accordance with the number of shares of Common Stock desired
to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter or registered
broker dealer to be necessary to eliminate such effect) the number of such Registrable Securities the registration and/or distribution
of which shall have been requested by each holder thereof.
8.4 Registration
Procedures. Whenever the holders of Registrable Securities have properly requested that any Registrable Securities be registered pursuant
to the terms of this Warrant, the Company shall use its Reasonable Commercial Efforts to effect the registration for the resale of such
Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall use its Commercially
Reasonable Efforts to, as expeditiously as possible:
(a) prepare
and file with the SEC a registration statement with respect to such Registrable Securities and use its Reasonable Commercial Efforts to
cause such registration statement to become effective;
(b) notify
such holders of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection therewith as may be necessary to (i) use Reasonable
Commercial Efforts keep such registration statement effective and the prospectus included therein usable for a period commencing on the
date that such registration statement is initially declared effective by the SEC and ending on the earlier of (A) the date when all
Registrable Securities covered by such registration statement have been sold pursuant to the registration statement or cease to be Registrable
Securities, or (B) nine months from the effective date of the registration statement; and (ii) comply with the provisions of
the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance
with the intended methods of disposition by the sellers thereof set forth in such registration statement;
(c) [RESERVED];
(d) use
its Reasonable Commercial Efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such
jurisdictions as such holders reasonably request and do any and all other acts and things which may be reasonably necessary to enable
such holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by such holders; provided, however,
that the Company shall not be required to: (i) qualify generally to do business in any jurisdiction where it would not otherwise
be required to qualify but for this subparagraph; (ii) subject itself to taxation in any such jurisdiction; or (iii) consent
to general service of process in any such jurisdiction;
(e) notify
such holders, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of
any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact
or omits any material fact necessary to make the statements therein, in light of the circumstances in which they are made, not materially
misleading, and, at the reasonable request of such holders, the Company shall prepare a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement
of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which
they are made, not materially misleading;
(f) provide
a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(g) make
available for inspection by any underwriter participating in any disposition pursuant to such registration statement, and any attorney,
accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents and properties
of the Company, and cause the Company’s officers, directors, managers, employees and independent accountants to supply all information
reasonably requested by any such underwriter, attorney, accountant or agent in connection with such registration statement;
(h) otherwise
comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable,
an earnings statement of the Company, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities
Act and, at the option of the Company, Rule 158 thereunder;
(i) in
the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing
the use of any related prospectus or suspending the qualification of any Registrable Securities included in such registration statement
for sale in any jurisdiction, the Company shall use its Reasonable Commercial Efforts promptly to obtain the withdrawal of such order;
and
(j) if
the offering is underwritten, use its Reasonable Commercial Efforts to furnish on the date that Registrable Securities are delivered to
the underwriters for sale pursuant to such registration, an opinion dated such date of counsel representing the Company for the purposes
of such registration, addressed to the underwriters covering such issues as are customarily addressed in opinions to underwriters in public
offerings and reasonably required by such underwriters.
8.5 Listing.
The Company shall secure the listing of the Common Stock underlying this Warrant upon each national securities exchange or automated quotation
system upon which shares of Common Stock are then listed or quoted (subject to official notice of issuance) and shall use its Reasonable
Commercial Efforts to maintain such listing of shares of Common Stock. The Company shall at all times comply in all material respects
with the Company’s reporting, filing and other obligations under the by-laws or rules of the Nasdaq Capital Market (or such
other national securities exchange or market on which the Common Stock may then be listed, as applicable).
8.6 Expenses.
The Company shall pay all Registration Expenses relating to the registration and listing obligations set forth in this Section 8.
For purposes of this Warrant, the term “Registration Expenses” means: (a) all registration, filing and FINRA fees,
(b) all reasonable fees and expenses of complying with securities or blue sky laws, (c) all word processing, duplicating and
printing expenses, (d) the fees and disbursements of counsel for the Company and of its independent public accountants, including
the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance, and
(e) fees and disbursements of one counsel for the selling holders of Registrable Securities up to $5,000. Registration Expenses shall
not include any underwriting discounts and commissions which may be incurred in the sale of any Registrable Securities and transfer taxes
of the selling holders of Registrable Securities.
8.7 Information
Provided by Holders. Any holder of Registrable Securities included in any registration shall furnish to the Company such information
as the Company may reasonably request in writing, including, but not limited to, a completed and executed questionnaire requesting information
customarily sought of selling security holders, to enable the Company to comply with the provisions hereof in connection with any registration
referred to in this Warrant. The Holder agrees to suspend all sales of Registrable Securities pursuant to a registration statement filed
under Section 8.3 in the event the Company notifies Holder pursuant to Section 8.4(e) that the prospectus
relating thereto is no longer current and will not resume sales under such registration statement until advised by the Company that the
prospectus has been appropriately supplemented or amended.
8.8 Net
Cash Settlement. Notwithstanding anything herein to the contrary, in no event will the Holder hereof be entitled to receive a net-cash
settlement as liquidated damages in lieu of physical settlement in shares of Common Stock, regardless of whether the Common Stock underlying
this Warrant is registered pursuant to an effective registration statement; provided, however, that the foregoing will not preclude the
Holder from seeking other remedies at law or equity for breaches by the Company of its registration obligations hereunder.
9. Restrictions
on Transfer.
9.1 Restrictive
Legends. This Warrant and each Warrant issued upon transfer or in substitution for this Warrant pursuant to Section 10
hereof, each certificate for Common Stock issued upon the exercise of this Warrant and each Warrant issued upon transfer or in substitution
for this Warrant pursuant to Section 10 hereof and each certificate issued upon the transfer of any such Common Stock shall
be transferable only upon satisfaction of the conditions specified in this Section 9. Each of the foregoing securities shall
be stamped or otherwise imprinted with a legend reflecting the restrictions on transfer set forth herein and any restrictions required
under the Securities Act or other applicable securities laws.
9.2 Notice
of Proposed Transfer. Prior to any transfer of any securities which are not registered under an effective registration statement under
the Securities Act (“Restricted Securities”), which transfer may only occur if there is an exemption from the registration
provisions of the Securities Act and all other applicable securities laws, the Holder will give written notice to the Company of the Holder’s
intention to effect a transfer (and shall describe the manner and circumstances of the proposed transfer). The following provisions shall
apply to any proposed transfer of Restricted Securities:
(i) If
in the opinion of counsel for the Holder reasonably satisfactory to the Company the proposed transfer may be effected without registration
of the Restricted Securities under the Securities Act (which opinion shall state in detail the basis of the legal conclusions reached
therein), the Holder shall thereupon be entitled to transfer the Restricted Securities in accordance with the terms of the notice delivered
by the Holder to the Company. Each certificate representing the Restricted Securities issued upon or in connection with any transfer shall
bear the restrictive legends required by Section 9.1 hereof.
(ii) If
the opinion called for in clause (i) above is not delivered, the Holder shall not be entitled to transfer the Restricted Securities
until either: (x) receipt by the Company of a further notice from such Holder pursuant to the foregoing provisions of this Section 9.2
and fulfillment of the provisions of clause (i) above, or (y) such Restricted Securities have been effectively registered
under the Securities Act.
9.3 Certain
Other Transfer Restrictions. Notwithstanding any other provision of this Warrant: (a) prior to the Exercise Date, this Warrant
or the Restricted Securities thereunder may only be transferred or assigned to the persons permitted under FINRA Rule 5110(g), and
(b) subject at all times to FINRA Rule 5110(g), no opinion of counsel shall be necessary for a transfer of Restricted Securities
by the holder thereof to any Person employed by or owning equity in the Holder, if the transferee agrees in writing to be subject to the
terms hereof to the same extent as if the transferee were the original purchaser hereof and such transfer is permitted under applicable
securities laws.
9.4 Termination
of Restrictions. Except as set forth in Section 9.3 hereof and subject at all times to FINRA Rule 5110(g), the restrictions
imposed by this Section 9 upon the transferability of Restricted Securities shall cease and terminate as to any particular
Restricted Securities: (a) which shall have been effectively registered under the Securities Act, or (b) when, in the opinion
of counsel for the Company, such restrictions are no longer required in order to insure compliance with the Securities Act or Section 10
hereof. Whenever such restrictions shall cease and terminate as to any Restricted Securities, the Holder thereof shall be entitled to
receive from the Company, without expense (other than applicable transfer taxes, if any), new securities of like tenor not bearing the
applicable legends required by Section 9.1 hereof.
10. Ownership,
Transfer, Sale and Substitution of Warrant.
10.1 Ownership
of Warrant. The Company may treat any Person in whose name this Warrant is registered in the Warrant Register (as defined below) maintained
pursuant to Section 10.2(b) hereof as the owner and holder thereof for all purposes, notwithstanding any notice to the
contrary, except that, if and when any Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the
bearer thereof as the owner of such Warrant for all purposes, notwithstanding any notice to the contrary. Subject to Sections 9 and 10
hereof, this Warrant, if properly assigned, may be exercised by a new holder without a new Warrant first having been issued.
10.2 Office;
Exchange of Warrant.
(a) The
Company will maintain its principal office at the location identified in the prospectus relating to the Offering or at such other offices
as set forth in the Company’s most current filing (as of the date notice is to be given) under Exchange Act, or as the Company otherwise
notifies the Holder.
(b) The
Company shall cause to be kept at its office maintained pursuant to Section 10.2(a) hereof a warrant register for the registration
and transfer of this Warrant (the “Warrant Register”). The name and address of the holder of this Warrant, the transfers
thereof and the name and address of the transferee of this Warrant shall be registered in such Warrant Register. The Person in whose name
this Warrant shall be so registered shall be deemed and treated as the owner and holder thereof for all purposes of this Warrant, and
the Company shall not be affected by any notice or knowledge to the contrary.
(c) Upon
the surrender of this Warrant, properly endorsed, for registration of transfer or for exchange at the office of the Company maintained
pursuant to Section 10.2(a) hereof, the Company at its expense will (subject to compliance with Section 9 hereof,
if applicable) execute and deliver to or upon the order of the Holder thereof a new Warrant of like tenor, in the name of such holder
or as such holder (upon payment by such holder of any applicable transfer taxes) may direct, calling in the aggregate on the face thereof
for the number of shares of Common Stock called for on the face of this Warrant so surrendered (after giving effect to any previous adjustment(s) to
the number of Warrant Shares).
10.3 Replacement
of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this
Warrant and, in the case of any such loss, theft or destruction of this Warrant, upon delivery of indemnity reasonably satisfactory to
the Company in form and amount or, in the case of any mutilation, upon surrender of this Warrant for cancellation at the office of the
Company maintained pursuant to Section 10.2(a) hereof, the Company will execute and deliver, in lieu thereof, a new Warrant
of like tenor and dated the date hereof.
10.4 Opinions.
In connection with the sale of the Warrant Shares by Xxxxxx, if the Company’s counsel reasonably determines such opinion is appropriate,
the Company agrees to cooperate with the Holder, and at the Company’s expense, to have its counsel provide any legal opinions required
to remove the restrictive legends from the Warrant Shares in connection with a sale, transfer or legend removal request of Xxxxxx.
11. Redemption.
For the avoidance of doubt, the Company shall not be permitted to redeem this Warrant.
12. No
Rights or Liabilities as Stockholder. No Holder shall be entitled to vote or receive dividends or distributions or be deemed the holder
of any equity securities which may at any time be issuable on the exercise hereof, nor shall anything contained herein be construed to
confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors
or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon
any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise)
or to receive notice of meetings, or to receive dividends or distributions, or to share in the assets of the Company in the event of a
liquidation, dissolution or the winding up of the Company, until this Warrant shall have been exercised and the shares of Common Stock
purchasable upon the exercise hereof shall have become deliverable, as provided herein.
13. Notices.
Any notice or other communication in connection with this Warrant shall be given in writing and directed to the parties hereto as follows:
(a) if to the Holder, at the address of the holder in the Warrant Register, or (b) if to the Company, to the attention of its
Chief Executive Officer and Chief Financial Officer at its office maintained pursuant to Section 10.2(a) hereof; provided,
that the exercise of this Warrant shall also be effected in the manner provided in Section 3 hereof. Notices shall be deemed
properly delivered and received when delivered to the notice party (i) if personally delivered, upon receipt or refusal to accept
delivery, (ii) if sent via email, the date of transmission if sent on a Business Day prior to 5:30 p.m. (New York City time),
or the next Business Day if sent on a day that is not a Business Day or at or after 5:30 p.m. (New York City time) on a Business
Day, (iii) if sent by a commercial overnight courier for delivery on the next Business Day, on the first Business Day after deposit
with such courier service, or (iv) if sent by registered or certified mail, five (5) Business Days after deposit thereof in
the U.S. mail.
14. Payment
of Taxes. The Company will pay all documentary stamp taxes attributable to the issuance of shares of Common Stock underlying this
Warrant upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable
in respect of any transfer involved in the transfer or registration of this Warrant or any certificate for shares of Common Stock underlying
this Warrant in a name other that of the Holder. The Holder is responsible for all other tax liability that may arise as a result of holding
or transferring this Warrant or receiving shares of Common Stock underlying this Warrant upon exercise hereof.
15. Miscellaneous.
This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is sought, or with the written consent of the Company and the
holders of outstanding Underwriter Warrants (as defined in the Agreement) then exercisable for a majority of the shares of Common Stock
issuable upon exercise of all outstanding Underwriter Warrants. This Warrant shall be construed and enforced in accordance with and governed
by the laws of the State of New York. Each of the parties consents to the exclusive jurisdiction of the Federal or state courts whose
districts encompass any part of the County of New York located in the City of New York, New York in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum
non conveniens, to the bringing of any such proceeding in such jurisdictions. Each party to this Agreement irrevocably consents to
the service of process in any such proceeding by any manner permitted by law. The section headings in this Warrant are for purposes of
convenience only and shall not constitute a part hereof. When used herein, the term “Reasonable Commercial Efforts”
means, with respect to the applicable obligation of the Company, commercially reasonable efforts for similarly situated, publicly-traded
companies. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not
be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.
[Signature page follows]
IN WITNESS WHEREOF, the
Company has caused this Underwriter Warrant to be duly executed as of the date first above written.
EXHIBIT A
FORM OF EXERCISE NOTICE
[To be executed only upon exercise of Warrant]
To CLEARSIGN TECHNOLOGIES CORPORATION:
The undersigned registered holder of the within Warrant hereby irrevocably
exercises the Warrant pursuant to Section 3.1 of the Warrant with respect to [_____] Warrant Shares, at an exercise price of $[____]
per share, and requests that the certificates for such Warrant Shares be issued, subject to Sections 9 and 10, in the name of and delivered
to:
The undersigned is hereby making payment for the Warrant Shares in
the following manner:
[check one]
¨ by
cash in accordance with Section 3.1(b) of the Warrant
¨ via
cashless exercise in accordance with Section 3.1(c) of the Warrant in the following manner:
The undersigned hereby represents and warrants that it is, and has
been since its acquisition of the Warrant, the record and beneficial owner of the Warrant.
The undersigned is an “accredited investor” as defined
in Regulation D promulgated under the Securities Act of 1933, as amended.
Dated:
Print or Type Name
| (Signature must conform in all respects to name of holder as specified on the face of Warrant) |
|
| (City) |
(State) |
(Zip Code) |
|
EXHIBIT B
FORM OF ASSIGNMENT
[To be executed only upon transfer of Warrant]
For value received, the undersigned
registered holder of the within Warrant hereby sells, assigns and transfers unto [include
name and addresses] the rights represented by the Warrant to purchase__________ shares of Common Stock of CLEARSIGN
TECHNOLOGIES CORPORATION to which the Warrant relates, and appoints ______________, the
undersigned’s attorney to make such transfer on the books of CLEARSIGN TECHNOLOGIES CORPORATION maintained for the purpose,
with full power of substitution in the premises.
Dated:
| |
(Signature must conform in all respects to name of holder as specified on the face of Warrant) |
|
| |
(City) |
(State) |
(Zip Code) |
|
Signed in the presence of:
| |
(Signature of Transferee) |
|
| |
(City) |
(State) |
(Zip Code) |
|
Signed in the presence of:
