Exhibit 4.12
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: |
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Type/Series of Stock: | Common Stock | |
Warrant Price: | $12.00 per share | |
Issue Date: | August [ ___ ] , 2022 |
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Expiration Date: |
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WHEREAS, reference is made to that certain Warrant to Purchase Stock, dated as of ________ (the “Existing Warrant”), between the Company and pursuant to which ________ is entitled to purchase ________ shares of Common Stock of the Company at $12.00 per share;
WHEREAS, reference is made to that certain Warrant to Purchase Stock, dated as of _______ (the “Existing ______Warrant”), between the Company and ______ pursuant to which ______ is entitled to purchase ________ shares of Common Stock of the Company at $12.00 per share;
WHEREAS, _____ assigned the Existing ______Warrant to ________ (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”);
WHEREAS, ________ assigned the Existing ________ Warrant to Holder; and
WHEREAS, this Warrant to Purchase Stock (this “Warrant”) is being issued in replacement of the Existing _______ Warrant and the Existing ________ Warrant.
NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the Company and Holder hereby acknowledge and agree that this Warrant replaces the Existing ________ Warrant and Existing ________ Warrant in their entirety and the Company certifies that Holder is entitled to purchase the number of fully paid and non-assessable shares (the “Shares”) 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:
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.
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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 AUGUST , 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: Telephone: Fax: Email: |
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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: |
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Name: |
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Title: |
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“HOLDER”
__________
By: ___________________________
Name:
Title:
[Signature Page to Warrant to Purchase Stock]
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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 |
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(Address) |
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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: | |
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By: |
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Name: |
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Title: |
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Date: |
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Appendix 1
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