This warrant and the shares issuable upon exercise of this warrant have not been registered under the securities act of 1933, as amended (the “securities act”), and may not be offered, sold, pledged or otherwise transferred except in accordance with the ...
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE ...
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AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH
THE TERMS HEREOF AND THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) REPRESENTS
THAT IT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF REGULATION D AS PROMULGATED UNDER THE SECURITIES ACT, AND (2) AGREES
FOR THE BENEFIT OF TELIGENT, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER
THIS WARRANT OR ANY OF THE SHARES, IF ANY, ISSUABLE UPON EXERCISE OF THIS WARRANT OR ANY BENEFICIAL INTEREST HEREIN OR THEREIN
EXCEPT: (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER
THE SECURITIES ACT, OR (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.
(this “Warrant”) of TELIGENT, INC., a Delaware corporation (the “Company”), is being
executed and delivered in connection with that certain Second Lien Credit Agreement, dated as of December 13, 2018 (as the same
may be amended, restated, supplemented and/or modified from time to time, the “Credit Agreement”), by and among
the Company, [l], a [l] (the “Holder”),
and the other parties thereto, and is for the purchase of shares of the Common Stock, par value $0.01 per share (the “Common
Stock”), of the Company. Any capitalized terms used herein without definition shall have the meanings specified in Section
FOR VALUE RECEIVED,
the Company hereby grants to the Holder the right to purchase from the Company up to an aggregate of [l]
shares of the Common Stock (such Common Stock underlying this Warrant, subject to any such adjustment, or series of adjustments,
provided herein, the “Warrant Shares”), at a per share purchase price equal to $0.01 (the “Exercise
Price”), subject to the terms and conditions set forth below in this Warrant.
1. Definitions. As used in this Warrant, the following terms have the respective meanings set forth below:
has the meaning set forth in Section 4.
means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is
controlled by or is under common control with, the Person in question.
Exercise Price” means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant
is then being exercised pursuant to Section 3 hereof, multiplied by (b) the Exercise Price.
means the board of directors of the Company.
Day” means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized
or required by law or executive order to close or be closed.
Amount” has the meaning set forth in Section 3(b).
has the meaning set forth in the preamble.
has the meaning set forth in the preamble.
Payment Option” has the meaning set forth in Section 3(b).
Securities” means any securities (directly or indirectly) convertible into or exchangeable for Common Stock, but excluding
has the meaning set forth in the preamble.
Event” means, directly or indirectly, in one or more related transactions, (a) a liquidation or dissolution of the Company
in accordance with the terms and subject to the conditions set forth in the Certificate of Incorporation, (b) any merger, consolidation,
recapitalization, reorganization or sale of the Company, or sale, transfer or issuance of voting securities of the Company or any
other transaction or series of related transactions, in each case, in which the holders of voting securities of the Company owning
a majority of the voting power of the Company immediately prior to such transaction do not own and control a majority of the voting
power represented by the outstanding equity of the surviving entity after the closing of such transaction or (c) any sale, transfer
or disposition of all or substantially all of the assets of the Company to another Person in one or more transactions.
Date” means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable
market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Company or, if applicable,
from the seller of Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange
or market; provided, that if the Common Stock does not trade on an exchange or market, the “Ex-Dividend date”
shall mean the record date for such issuance, dividend or distribution.
Date” means, for any given exercise of this Warrant, the date on which the conditions to such exercise as set forth in
Section 3 shall have been satisfied at or prior to 5:00 p.m., New York City time, on a Business Day, including, without
limitation, the receipt by the Company of the Notice of Exercise, the Warrant and the Aggregate Exercise Price.
Period” has the meaning set forth in Section 2.
Price” has the meaning set forth in the preamble.
Value” means the closing price of the Common Stock as reported by NASDAQ or such other national securities exchange or
automated quotation service on which the Common Stock may be listed or quoted, on the trading date immediately prior to the Exercise
Date (unless the context expressly requires the use of some other trading date). If the Common Stock is not then listed on a national
stock exchange or quoted on a tier of the OTC Markets Group or such other quotation system or association, the Fair Market Value
of one share of Common Stock as of the date of determination, shall be as determined in good faith by the Board and the Holder.
If the Common Stock is not then listed on a national securities exchange, a tier of the OTC Markets Group or such other quotation
system or association, the Board shall respond promptly, in writing, to an inquiry by the Holder prior to the exercise hereunder
as to the Fair Market Value of one share of Common Stock as determined by the Board. In the event that the Board and the Holder
are unable to agree upon the Fair Market Value, the Fair Market Value shall be determined by an independent, reputable appraiser
experienced in such matters selected by the Company. The decision of such appraiser shall be final and conclusive, and the cost
of such appraiser shall be borne equally by the Company and the Holder. Such adjustment shall be made successively whenever such
a payment date is fixed. For the avoidance of doubt, the fact that an independent appraiser is engaged as a result of the inability
of the Board and the Holder to agree on the Fair Market Value shall is no way obligate the Holder to exercise this Warrant in connection
with such determination of the Fair Market Value.
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has the meaning set forth in the preamble.
Exercise” has the meaning set forth in Section 3(a)(i).
means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities.
Issue Date” means July , 2020.
means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, association,
incorporated organization or government or department or agency thereof.
Act” means the Securities Act of 1933, as amended.
means this Warrant and all warrants issued upon division or combination of, or in substitution for, this Warrant.
Number” means, at any time, the aggregate number of Warrant Shares for which this Warrant is exercisable at such time,
as such number may be adjusted from time to time pursuant to the terms hereof. The Warrant Share Number shall initially be [l].
has the meaning set forth in the preamble.
of Warrant. Subject to the terms and conditions hereof, the Holder of this Warrant may exercise this Warrant at any time and
from time to time until the fifth (5th) anniversary of the Original Issue Date (the “Exercise Period”). To
the extent this Warrant has not been exercised during the Exercise Period it shall at the end of such period terminate and be
of no further force or effect.
Procedure. Subject to Section 3(b), this Warrant may be exercised for any or all unexercised Warrant Shares upon:
of this Warrant to the Company at its then principal executive offices, together with a notice of exercise (each a “Notice
of Exercise”) substantially in the form attached hereto as Exhibit A, duly completed (including specifying the
number of Warrant Shares to be purchased) and executed; and
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ii. payment to the Company of the Aggregate Exercise Price in accordance with Section 3(c).
b. Company Cash Payment Option. Notwithstanding any provision in this Warrant to the contrary, in lieu of delivering
Warrant Shares to the Holder upon any exercise of this Warrant, the Company shall have the option (the “Company Cash Payment
Option”), exercisable in its sole discretion, to pay the Holder an amount (such amount, the “Cash Payment Amount”)
in cash equal to (i) the aggregate Fair Market Value of the Common Stock for the Warrant Shares then being exercised, minus
(ii) the Aggregate Exercise Price for such Warrant Shares. In the event that the Company desires to elect the Company Cash
Payment Option, the Company shall notify the Holder of such election in writing within three (3) Business Days following the Company’s
receipt of the Notice of Exercise, and shall pay the Cash Payment Amount by wire transfer to an account designated in writing by
the Holder as soon as practicable (and in no event longer than three (3) Business Days) following the Company’s receipt of
such account designation.
c. Payment of the Aggregate Exercise Price. If the Company does not exercise the Company Cash Payment Option, payment
of the Aggregate Exercise Price shall be made, at the option of the Holder as expressed in the Notice of Exercise, by the following
delivery to the Company of a certified or official bank check payable to the order of the Company or by wire transfer of immediately
available funds to an account designated in writing by the Company, in the amount of such Aggregate Exercise Price; or
instructing the Company to withhold a number of Warrant Shares then issuable upon exercise of this Warrant with an aggregate Fair
Market Value as of the Exercise Date equal to such Aggregate Exercise Price.
In the event of any withholding of Warrant
Shares pursuant to clause (ii) above where the number of shares whose value is equal to the Aggregate Exercise Price is not a whole
number, the number of Warrant Shares withheld by or surrendered to the Company shall be rounded up to the nearest whole share and
the Company shall promptly make a cash payment to the Holder based on the incremental fraction of a Warrant Share being so withheld
by or surrendered to the Company in an amount equal to the product of (x) such incremental fraction of a Warrant Share being so
withheld or surrendered multiplied by (y) the Fair Market Value of one Warrant Share as of the Exercise Date.
d. Delivery of Stock Certificates and/or Book-Entry Shares. Upon receipt by the Company of a Notice of Exercise, surrender
of this Warrant and payment of the Aggregate Exercise Price (in accordance with Section 3(a) and Section 3(c) hereof),
and provided the Company has not exercised the Company Cash Payment Option, the Company shall, as promptly as practicable, and
in any event within three (3) Business Days thereafter, at the Company’s option, either (i) execute (or cause to be executed)
and deliver (or cause to be delivered) to the Holder a certificate or certificates representing the Warrant Shares issuable upon
such exercise or (ii) cause to be issued to such Holder by entry on the books of the Company (or the Company’s transfer agent,
if any) the Warrant Shares issuable upon such exercise, in each case, together with cash in lieu of any fraction of a share, as
provided in Section 3(c). The stock certificate or certificates or book-entry interests of Warrant Shares so delivered or
issued, as the case may be, shall be, to the extent possible, in such denomination or denominations as the exercising Holder shall
reasonably request in the Notice of Exercise and shall be registered in the name of the Holder or, subject to compliance with Section 5
below, such other Person’s name as shall be designated in the Notice of Exercise. The Company will procure, at its sole
expense, the listing of the Warrant Shares issuable upon exercise of this Warrant, subject to issuance or notice of issuance, on
all principal stock exchanges on which the Common Stock is then listed or traded. This Warrant shall be deemed to have been exercised
and such certificate or certificates or book-entry interests of Warrant Shares shall be deemed to have been issued, and the Holder
or any other Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares
for all purposes, as of the close of business on the Exercise Date.
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of New Warrant. Unless this Warrant shall have been fully exercised, the Company shall, at the time of delivery of the certificate
or certificates or book-entry interests representing the Warrant Shares being issued in accordance with Section 3(d) hereof,
deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unexpired and unexercised Warrant Shares
called for by this Warrant. Such new Warrant shall in all other respects be identical to this Warrant.
f. Valid Issuance of Warrant and Warrant Shares; Payment of Taxes. With respect to the exercise of this Warrant, the
Company hereby represents, warrants, covenants and agrees as follows:
Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized
and validly issued.
Warrant Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall be, upon issuance thereof, validly
issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the
Company and free and clear of all liens (other than those as a result of any action by the Holder or such other Person to whom
such Warrant Shares are issued, or as exist under applicable securities laws).
Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect
to, the issuance or delivery of Warrant Shares upon exercise of this Warrant; provided, that the Company shall not be required
to pay any tax or governmental charge that may be imposed with respect to any applicable withholding or the issuance or delivery
of the Warrant Shares to any Person other than the Holder, and no such issuance or delivery shall be made unless and until the
Person requesting such issuance has paid to the Company the amount of any such tax, or has established to the reasonable satisfaction
of the Company that such tax has been paid.
of Shares. During the Exercise Period, the Company shall at all times reserve and keep available out of its authorized but
unissued Common Stock or treasury shares constituting Warrant Shares, solely for the purpose of issuance upon the exercise of
this Warrant, the maximum number of Warrant Shares issuable upon the exercise of this Warrant. The par value per Warrant Share
shall at all times be less than or equal to the Exercise Price. The Company shall not increase the par value of any Warrant Shares
receivable upon the exercise of this Warrant above the Exercise Price then in effect, and shall take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common
Stock upon the exercise of this Warrant.
In order to prevent dilution of the purchase rights granted under this Warrant, the Warrant Share Number issuable upon exercise
of this Warrant shall be subject to adjustment (an “Adjustment”) from time to time as provided in this Section
4 (in each case, after taking into consideration any prior Adjustments pursuant to this Section 4); provided,
that if more than one subsection of this Section 4 is applicable to a single event, the subsection shall be applied
that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 4
so as to result in duplication.
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to Number of Warrant Shares Upon Dividend, Subdivision or Combination of Common Stock. If the Company shall, at any time or
from time to time after the Original Issue Date, (i) pay a dividend or make any other distribution upon the Common Stock or any
other capital stock of the Company payable in shares of Common Stock or in Options or Convertible Securities to the holders of
the Common Stock, or (ii) subdivide (by any stock split, recapitalization or otherwise) its outstanding shares of Common Stock
into a greater number of shares, in each case other than any such transaction covered by Section 4(b), the Warrant Share
Number immediately prior to any such dividend, distribution or subdivision shall be proportionately increased so that the Holder
shall be entitled to receive upon the exercise of this Warrant the number of shares of Common Stock or other securities of the
Company that the Holder would have owned or would have been entitled to receive upon or by reason of such event, had this Warrant
been exercised or converted immediately prior to the occurrence of such event. If the Company at any time combines (by combination,
reverse stock split or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Warrant Share Number
immediately prior to such combination shall be proportionately decreased so that the Holder shall be entitled to receive upon
the exercise of this Warrant the number of shares of Common Stock or other securities of the Company that the Holder would have
owned or would have been entitled to receive upon or by reason of such event, had this Warrant been exercised or converted immediately
prior to the occurrence of such event. Any Adjustment under this Section 4(a) shall become effective immediately after
the open of business on the Ex-dividend Date for such dividend or immediately after the open of business on the effective date
for such subdivision or combination.
b. Adjustment Upon Reorganization, Reclassification, Consolidation or Merger. In the event of any (i) capital reorganization
of the Company, (ii) reclassification of the stock of the Company (other than a change in par value or from par value to no par
value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares),
(iii) consolidation or merger of the Company with or into another Person, (iv) sale of all or substantially all of the Company’s
assets to another Person, (v) Deemed Liquidation Event or (vi) other similar transaction, in each case which entitles all or substantially
all of the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities, cash or other
assets with respect to or in exchange for Common Stock, each Warrant shall, immediately prior to the time of such reorganization,
reclassification, consolidation, merger, sale or similar transaction, become exercisable for the kind and number of shares of stock,
securities, cash or other assets resulting from such transaction to which the Holder would have been entitled as a holder of the
applicable number of Warrant Shares then issuable hereunder as a result of such exercise if the Holder had exercised this Warrant
in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar transaction
and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise. In determining the kind
and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of any such
transaction, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation
of such transaction, then the Holder shall have the right to make a similar election (including, without limitation, being subject
to similar proration constraints) upon exercise of this Warrant with respect to the number of shares of stock or other securities
or property which the Holder will receive upon exercise of this Warrant. As applicable, the Company may deliver a replacement warrant
reflecting the kind and number of shares of stock, securities, cash or other assets for which this Warrant is then exercisable.
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Events. For so long as the Holder holds this Warrant or any portion thereof, if any event occurs as to which the provisions
of this Section 4 are not strictly applicable or, if strictly applicable, would not, in the good faith judgment of
the Board, fairly and adequately protect the purchase rights of the Warrant in accordance with the essential intent and principles
of such provisions, then the Board shall make such adjustments in the application of such provisions, in accordance with such
essential intent and principles, as shall be reasonably necessary, in the good faith opinion of the Board, to protect such purchase
rights as aforesaid.
d. Notice of Adjustment Event. In the event that the Company shall propose to take any action of the type described
in this Section 4 (but only if the action of the type described in this Section 4 would result in an adjustment
in the number of Warrant Shares into which this Warrant is exercisable or a change in the type of securities or property to be
delivered upon exercise of this Warrant), the Company shall give notice to the Holder, which notice shall specify the record date,
if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall
also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the number, kind or class
of shares or other securities or property which shall be deliverable upon exercise of this Warrant. In the case of any action
which would require the fixing of a record date, such notice shall be given at least ten (10) days prior to the date so fixed,
and in case of all other action, such notice shall be given at least fifteen (15) days prior to the taking of such proposed action,
except if it is impracticable to provide such fifteen (15) days’ prior notice, then the Company shall provide such notice
as soon as it is reasonably able prior to the taking of such proposed action. Failure to give such notice, or any defect
therein, shall not affect the legality or validity of any such action.
Certificate. As promptly as reasonably practicable following any adjustment of the number of Warrant Shares pursuant to the
provisions of this Section 4, the Company shall furnish to the Holder a certificate of an officer of the Company setting
forth in reasonable detail such Adjustment and the facts upon which it is based and certifying the calculation thereof.
of Warrant. This Warrant and rights hereunder are not transferable, in whole or in part, by the Holder, except with the prior
written consent of the Company; provided, however, that the Holder may transfer this Warrant, in whole or in part,
to any Affiliate of Holder who is or hereafter becomes a lender under the Credit Agreement. Holder shall provide prior written
notice to the Company of any proposed transfer of this Warrant or any of the rights hereunder and, following such transfer, without
charge to the Holder, upon surrender of this Warrant to the Company at its then principal executive offices with a properly completed
and duly executed assignment agreement in form and substance reasonably satisfactory to the Company, together with funds sufficient
to pay any transfer taxes described in the proviso to Section 3(f)(iii) in connection with the making of such transfer.
Upon such compliance, surrender and delivery and, if required, such payment, the Company shall promptly execute and deliver a
new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment,
and shall promptly issue to the assignor a new Warrant evidencing the portion of this Warrant, if any, not so assigned and this
Warrant shall promptly be cancelled.
Not Deemed a Stockholder; Limitations on Liability. Except as expressly set forth herein, this Warrant does not entitle the
Holder to any voting rights or other rights as a shareholder of the Company until the Holder has received Warrant Shares issuable
upon exercise of this Warrant pursuant to the terms hereof, nor shall anything contained in this Warrant be construed to confer
upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to
any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance
or otherwise), receive notice of meetings, receive dividends, distributions or subscription rights, or otherwise. In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon
exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company.
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on Loss; Division and Combination. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant and upon delivery of an indemnity reasonably satisfactory to it and, in case of mutilation, upon
surrender of such Warrant for cancellation to the Company, the Company shall execute and deliver to the Holder, in lieu hereof,
a new Warrant of like tenor and exercisable for an equivalent number of Warrant Shares as the Warrant so lost, stolen, mutilated
of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents to the Company by acceptance
of this Warrant as follows:
Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account
and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant
Shares, except pursuant to sales registered or exempted under the Securities Act.
Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted
securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration
under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule
144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities
Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such
knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment
in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company
regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition
of the Company.
9. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in
writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received
by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a
PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business
Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered
mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated
herein (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9).
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Impairment. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer
of assets, consolidation, merger, 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 to be observed or performed hereunder by the Company, but will at all times
in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be necessary
or appropriate in order to protect the rights of the Holder. In accordance with, and not in limitation of, the foregoing, the
Company will at no time close its transfer books against transfer of this Warrant in any manner which interferes with the timely
exercise of this Warrant.
11. Prohibited Actions. The Company agrees that it will not take any action which would entitle the Holder to an adjustment
of the Exercise Price or the number of Warrant Shares this Warrant shall be exercisable for if the total number of shares of Common
Stock issuable after such action upon exercise of this Warrant, together with all shares of Common Stock then outstanding and all
shares of Common Stock then issuable upon the exercise of all outstanding options, warrants, conversion and other rights, would
exceed the total number of shares of Common Stock then authorized by its Certificate of Incorporation.
Agreement. This Warrant constitutes the sole and entire agreement of the parties to this Warrant with respect to the subject
matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with
respect to such subject matter.
and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the benefit of the successors
of the Company and the successors and permitted assigns of the Holder. Such successors and/or permitted assigns of the Holder
shall be deemed to be a Holder for all purposes hereunder.
14. No Third-Party Beneficiaries. This Warrant is for the sole benefit of the Company and the Holder and their respective
successors and, in the case of the Holder, permitted assigns and nothing herein, express or implied, is intended to or shall confer
upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.
15. Headings. The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.
Sundays, Holidays, etc. 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
day that is a Business Day.
and Modification; Waiver. Except as otherwise provided herein, this Warrant may only be amended, modified or supplemented
by an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions hereof
shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate
or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether
of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising,
any right, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege.
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If any term or provision of this Warrant is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality
or unenforceability shall not affect any other term or provision of this Warrant or invalidate or render unenforceable such term
or provision in any other jurisdiction.
Law. This Warrant shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable
to agreements made and to be performed entirely within such state, without regard to the conflicts of law principles of such state.
This Warrant may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed
to be one and the same agreement. A signed copy of this Warrant delivered by e-mail or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Warrant.
Signature page follows.
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IN WITNESS WHEREOF,
the Company has duly executed this Warrant on the Original Issue Date.
Pursuant to the provisions set forth in
the Warrant (Warrant Certificate No.: 2020-[l]), dated as of July , 2020 (the “Warrant”),
attached hereto, the undersigned hereby irrevocably elects to exercise such Warrant and hereby notifies you of such election to
purchase [l] Warrant Shares and herewith makes payment of $[l]
(the “Aggregate Exercise Price”) in accordance with Section 3(b) of the Warrant, representing the full
payment of the Aggregate Exercise Price for such Warrant Shares. Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Warrant.
Number of Warrant Shares (check the
box that applies).
This Notice of Exercise involves fewer than all of the Warrant Shares that are exercisable under
the Warrant and the undersigned retain its right to exercise the Warrant for the balance of the Warrant Shares remaining in accordance
with the terms and subject to the conditions of the Warrant. The undersigned hereby requests that the Company deliver to it a new
Warrant evidencing its rights to purchase the unexpired and unexercised Warrant Shares.
This Notice of Exercise involves all of the Warrant Shares that are exercisable under the Warrant,
which Warrant is hereby enclosed herewith and surrendered to the Company hereby (or, in the case of its loss, theft or destruction,
the undersigned undertakes to indemnify the Company from any loss as a result thereof).
Payment of Aggregate Exercise Price
(check the box(es) that applies).
Payment of the Aggregate Exercise Price will be made by delivery to the Company of a certified
or official bank check payable to the order of the Company in the amount of $[l];
Payment of the Aggregate Exercise Price will be made by wire transfer of immediately available
funds to an account designated in writing by the Company; or
Payment of the Aggregate Exercise Price will be made by instructing the Company to withhold [l]
Warrant Shares issuable upon the exercise of this Warrant with an aggregate Fair Market Value as of the Exercise Date equal to
such Aggregate Exercise Price.
The undersigned agrees and acknowledges
that the Company has the right pursuant to Section 3(b) of the Warrant to elect to settle the exercise of this Warrant in
cash in lieu of Warrant Shares and nothing in this Notice of Exercise shall affect the Company’s right to make such election.