ContractWarrant Agreement • May 4th, 2017 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.
Promissory Note and Warrant AmendmentPromissory Note and Warrant Amendment • May 4th, 2017 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Promissory Note and Warrant Amendment effective as of May 2, 2017 (this “Amendment”) is entered into by and between Semler Scientific, Inc., a Delaware corporation (the “Company”) and the Chang Family Trust (the “Trust”), the lender pursuant to that certain Promissory Note having an aggregate principal amount of $1,000,000 issued January 15, 2016 (“Note 1”), that certain Promissory Note having an aggregate principal amount of $500,000 issued January 21, 2016 (“Note 2” and together with Note 1, the “Notes”), and the holder of those certain two-year warrants (Warrant Nos. 2016-1 and 2016-2), to purchase an aggregate 228,572 shares of the Company’s common stock issued in connection with the issuance of the Notes (the “Warrants”).
