EXCHANGE AGREEMENTExchange Agreement • December 30th, 2021 • RetinalGenix Technologies Inc. • Surgical & medical instruments & apparatus • New York
This Exchange Agreement (this “Agreement”), dated as of December 27, 2021, is made by and between RetinalGenix Technologies Inc., a Delaware corporation (the “Company”), and Sanovas Ophthalmology, LLC as the holder of the Exchange Securities (as defined below) (the “Holder”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT RETINALGENIX TECHNOLOGIES, INC.Pre-Funded Warrant Agreement • December 30th, 2021 • RetinalGenix Technologies Inc. • Surgical & medical instruments & apparatus
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Sanovas Ophthalmology, LLC 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 the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from RetinalGenix Technologies Inc., a Delaware corporation (the “Company”), up to 28,014,540 shares (as subject to adjustment hereunder, the “Warrant Shares” and together with the Warrant, the “Securities”) of the Company’s common stock, par value $0.0001 per share (the “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).
