COMMON STOCK PURCHASE WARRANT SUNSHINE HEART, INC.Common Stock Purchase Warrant • April 5th, 2017 • Sunshine Heart, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after , 2017 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sunshine Heart, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this W
SHARES OF COMMON STOCK, SHARES OF SERIES E CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO SHARES OF COMMON STOCK) AND WARRANTS (EXERCISABLE INTO SHARES OF COMMON STOCK) OF SUNSHINE HEART, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 5th, 2017 • Sunshine Heart, Inc. • Electromedical & electrotherapeutic apparatus • New York
The undersigned, Sunshine Heart, Inc., a Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Sunshine Heart, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
