THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED. STOCK PURCHASE WARRANT To Subscribe for and Purchase Common Stock of ENTEROMEDICS INC.EnteroMedics Inc • November 10th, 2010 • Electromedical & electrotherapeutic apparatus
THIS CERTIFIES THAT, for value received, , or its registered assigns, (herein referred to as the “Purchaser” or “holder”), is entitled to subscribe for and purchase from EnteroMedics Inc. (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, ( )1 fully paid and nonassessable shares (“Shares”) of common stock (herein the “Common Stock”) (subject to the limitation in Section 2(b) and to adjustment as noted below) at the exercise price of $[ ]2 per Share (the “Warrant Purchase Price”) (subject to adjustment as noted below). This Warrant may only be exercised during the Exercise Period specified herein. This Warrant has been issued together with Shares of the Common Stock in a public offering of 12,000,000 Shares of the Common Stock and 12,000,000 Warrants registered on the Company’s Registration Statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 10, 2010,
EnteroMedics, Inc. PURCHASE AGREEMENTPurchase Agreement • November 10th, 2010 • EnteroMedics Inc • Electromedical & electrotherapeutic apparatus • New York
EnteroMedics, Inc., a Delaware corporation (the “Company”), proposes to sell to Craig-Hallum Capital Group LLC (“you” or the “Underwriter”) an aggregate of [—] shares (the “Firm Shares”) of Common Stock, $0.01 par value per share (the “Common Stock”), of the Company and warrants to purchase [—] shares of Common Stock in the form filed as an exhibit to the Registration Statement (as defined below) (the “Firm Warrants”). The Firm Shares consist of [—] authorized but unissued shares of Common Stock to be issued and sold by the Company and the shares of Common Stock underlying the Firm Warrants consist of [—] authorized but unissued shares of Common Stock issuable upon exercise of the Firm Warrants (the “Firm Warrant Shares”). The Company has also granted to the Underwriter an option to purchase up to [—] additional shares of Common Stock (the “Option Shares”) and warrants to purchase an additional [—] shares of Common Stock in the form filed as an exhibit to the Registration Statement, in
