THIS WARRANT TO PURCHASE STOCK AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 5.3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
WARRANT TO PURCHASE STOCK
Company: | SONENDO, INC. a Delaware corporation (the “Company”) |
Number of Shares: | _______________ |
Type/Series of Stock: | Common Stock |
Warrant Price: | $12.00 per share |
Issue Date: | April [_], 2022 |
Expiration Date: | _______________ |
WHEREAS, ___________ (“____” and, together with any successor and permitted assignee and transferee of this Warrant (in whole or in part) or of any shares issued upon exercise hereof, a “Holder”) is a holder of that certain Warrant to Purchase Stock, issued on _______________ (the “Existing Warrant”), pursuant to which _______________ is entitled to purchase ____________ Series ____ Preferred Stock of the Company at $____ per share, which, in connection with a transfer to _______ pursuant to Section 5.4 thereof, substituted that Warrant to Purchase Stock, originally issued to _____ on _____ in connection with the Loan Agreement (as defined below);
WHEREAS, the Company consummated its IPO (as defined below) on November 2, 2021, requiring adjustments for Type/Series of Stock and the number and the Warrant Price of the Shares issuable upon exercise of the Existing Warrant;
WHEREAS, the Company and _________ as collateral agent (the “Agent”) and as the lender (the “Lender”) have entered into that certain Amendment No. 1 to Amended and Restated Credit Agreement and Guaranty, dated as of the Issue Date (the “Amendment”), pursuant to which the Agent and Lender have agreed to amend the Amended and Restated Credit Agreement and Guaranty, dated as of August 23, 2021 in consideration for, among other things, amendments to the Existing Warrant; and
WHEREAS, this Warrant to Purchase Stock (this “Warrant”) is being issued in replacement of the Existing Warrant in connection with the Company’s IPO and the Amendment.
NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the Company and PCH hereby acknowledge and agree that this Warrant replaces the Existing Warrant in its entirety in order to reflect the share splits in connection with the Company’s IPO and certifies that PCH is entitled to purchase the number of fully paid and non-assessable shares (the “Shares”)
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of the above-stated Type/Series of Stock (the “Class”) of the Company at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.
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then, in connection with each such event, the Company shall give Holder:
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Reference is made to Section 1.6(c) whereby this Warrant will be deemed to be exercised pursuant to Section 1.2 hereof if the Company does not give written notice to Holder of a Cash/Public Acquisition as required by the terms hereof. Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.
The Holder represents and warrants to the Company as follows:
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THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO _______ DATED ________ ___, 2022, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
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__________________________ __________________________ __________________________ Attn: Telephone: Email:
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With a copy (which shall not constitute notice) to: |
Morrison & Foerster LLP 250 West 55th Street, New York, NY 10019 Attn: Mark Wojciechowski, Esq. Telephone: 212-468-8079 Fax: 212-468-7900 Email: mwojciechowski@mofo.com |
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Notice to the Company shall be addressed as follows until Holder receives notice of a change in address: |
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SONENDO, INC. |
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With a copy (which shall not constitute notice) to: |
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Reed Smith LLP |
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[Remainder of page left blank intentionally]
[Signature page follows]
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IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by their duly authorized representatives on the Issue Date.
“COMPANY”
SONENDO, INC.
By: |
|
Name: |
|
Title: |
|
“HOLDER”
_______________
By:
By: ___________________________
Name:
Title:
By: ___________________________
Name:
Title:
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EXECUTION VERSION
APPENDIX 1
NOTICE OF EXERCISE
1. The undersigned Holder hereby exercises its right purchase _____ shares of the Common/Series _____ Preferred [circle one] Stock of SONENDO, INC. (the “Company”) in accordance with the attached Warrant To Purchase Stock, and tenders payment of the aggregate Warrant Price for such shares as follows:
[ ] | check in the amount of $__ payable to order of the Company enclosed herewith |
[ ] | Wire transfer of immediately available funds to the Company’s account |
[ ] | Cashless Exercise pursuant to Section 1.2 of the Warrant |
[ ] | Other [Describe] |
2. Please issue a certificate or certificates representing the Shares in the name specified below:
Holder’s Name |
|
(Address) |
|
3. By its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Section 4 of the Warrant to Purchase Stock as of the date hereof.
Holder: | |
| |
By: |
|
Name: |
|
Title: |
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Date: |
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APPENDIX 2
ASSIGNMENT
For value received, ____________ hereby sells, assigns and transfers unto
Names: |
Address: |
Tax ID: |
|
that certain Warrant to Purchase Stock issued by SONENDO, INC. (the “Company”), on [___], 2022 (the “Warrant”) together with all rights, title and interest therein.
________________________
By: _____________________
By: ___________________________
Name:
Title:
By: ___________________________
Name:
Title:
Date:
By its execution below, and for the benefit of the Company, [_____ TRANSFEREE] makes each of the representations and warranties set forth in Article 4 of the Warrant and agrees to all other provisions of the Warrant as of the date hereof.
[______ TRANSFEREE] | |
| |
By: |
|
Name: |
|
Title: |
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Date: |
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Appendix 2
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