Attached files
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EX-10 - MATERIAL CONTRACTS - SCIENTIFIC INDUSTRIES INC | purchaseagreement.htm |
8-K - PRIMARY DOCUMENT - SCIENTIFIC INDUSTRIES INC | form8k.htm |
Execution copy
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR APPLICABLE
STATE SECURITIES LAWS.
No. W01
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Warrant to Purchase
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Shares
of Common Stock
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Dated: June 18, 2020
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SCIENTIFIC INDUSTRIES, INC.
WARRANT
TO PURCHASE SHARES OF COMMON STOCK
This
certifies that, for good and valuable consideration, SCIENTIFIC
INDUSTRIES, INC., a Delaware corporation (the “Company”), grants to
[___] (the “Warrantholder”), the
right to subscribe for and purchase from the Company [___] Shares
(the “Warrant
Shares”) at a per Share price equal to $9.00 per
Share, subject to adjustment as provided herein (the
“Exercise
Price”). This Warrant shall be exercisable as set
forth below and shall expire, without notice, at 5:00 p.m., New
York City time, on June 18, 2025 (the “Expiration Date”). The
Exercise Price and the number of Warrant Shares are subject to
adjustment from time to time as provided in Section 5. This Warrant is
issued in connection with that certain Securities Purchase
Agreement, dated as of June 18, 2020 (the “Purchase Agreement”), by
and among the Company and the purchasers named
therein.
For
purposes of this Warrant, the following defined terms shall have
the following meanings:
“Affiliate” means any
Person that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common
control with a Person as such terms are used in and construed under
Rule 405 under the Securities Act of 1933, as amended.
“Exercise Date” means the
date on which the Exercise Notice and Warrant is delivered to the
Company.
“Fundamental Transaction”
means any of the following (i) any tender offer or exchange offer
(whether by the Company or another Person) is completed pursuant to
which all or substantially all of the holders of Common Stock are
permitted to tender or exchange their shares for other securities,
cash or property. (ii) the Company effects any reclassification of
the Common Stock or any compulsory share exchange pursuant to which
the Common Stock is effectively converted into or exchanged for
other securities, cash or property (other than as a result of a
subdivision or combination of shares of Common Stock covered by
Section 5.1 hereof,
or a Distribution covered by Section 5.2 hereof). (iii) any
sale, lease, license, transfer, conveyance or other disposition of
all or substantially all of the assets of the Company, in one or a
series of related transactions. (iv) any reorganization,
consolidation, merger, demerger or sale of shares of the Company
where the holders of the Company’s outstanding shares as of
immediately before the transaction (or series of related
transactions) beneficially own less than a majority by voting power
of the outstanding shares of the surviving or successor entity as
of immediately after the transaction. or (v) any
“person” (together with his, her or its Affiliates) or
“group” (within the meaning of Section 13(d) or 14(d)
of the Exchange Act) acquires, directly or indirectly, the
beneficial ownership (as such term is defined in Rule 13d-3
promulgated under the Exchange Act) of outstanding shares of
capital stock and/or other equity securities of the Company, in a
single transaction or series of related transactions (including,
without limitation, one or more tender offers or exchange offers),
representing at least 50% of the voting power of or economic
interests in the then outstanding shares of capital stock of the
Company.
“OTC Markets” means either
OTC QX or OTC QB of the OTC Markets Group, Inc.
“Person” means an
individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind.
“Shares” means shares of
the Company’s Common Stock, $0.05 par value per share (the
“Common
Stock”).
“Trading Market” shall
mean any of the following markets or exchanges on which the Common
Stock is listed or quoted for trading on the date in question: the
NYSE MKT, the NASDAQ Capital Market, the NASDAQ Global Market, the
NASDAQ Global Select Market, the New York Stock Exchange or the OTC
Markets (or any successors to any of the foregoing).
“VWAP” means, for any
date, the price determined by the first of the following clauses
that applies: (a) if the Common Stock is then listed or quoted
on a Trading Market, the daily volume weighted average sales price
of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or
quoted as reported by such Trading Market, (b) if the Common
Stock is not then listed or quoted for trading on a Trading Market
and if prices for the Common Stock are then reported on The Pink
Open Market (or a similar organization or agency succeeding to its
functions of reporting prices), the most recent bid price per share
of the Common Stock so reported, or (c) in all other cases, the fair market value of a
share of Common Stock as determined by an independent appraiser
selected in good faith by the purchasers of a majority in interest
of the Shares then outstanding and reasonably acceptable to the
Company, the fees and expenses of which shall be borne equally by
the Company and the purchasers. For the avoidance of doubt,
with respect to clause (a) above, the VWAP for any date on which
the Common Stock is not traded shall be the VWAP of the nearest
preceding date.
SECTION
1.
VESTING; EXERCISE
OF WARRANT; LIMITATION ON EXERCISE; TAXES; TRANSFER;
DIVISIBILITY.
1.1. VESTING.
The Warrant Shares shall vest immediately upon
issuance.
1.2. EXERCISE
OF WARRANT. This Warrant may be exercised for vested Warrant
Shares, in whole or in part, at any time after payment prior to the
Expiration Date. This Warrant may be exercised by delivery by the
Warrantholder to the Company of the following:
(a) this
Warrant, accompanied by the Exercise Form annexed hereto (the
“Exercise
Form”) duly executed by the Warrantholder, at the
Company’s offices at 80 Orville Drive, Suite 102, Bohemia,
New York 11716 (or such other office or agency of the Company as it
may designate by notice to the Warrantholder) during normal
business hours on any Business Day;
(b) payment
of an amount equal to (x)
the number of Warrant Shares then issuable multiplied by
(y) the Exercise Price by
wire transfer or immediately available funds or by certified or
official bank check; and
(c) such
documentation as to the identity and authority of the Warrantholder
as the Company may reasonably request.
1.3. ISSUANCE
OF WARRANT SHARES. The Warrant Shares shall be deemed by the
Company to be issued to the Warrantholder as the record holder of
the Warrant Shares as of the close of business on the date on which
this Warrant shall have been surrendered and payment made for the
Warrant Shares as aforesaid.
1.4. LIMITATION
ON EXERCISE. If this Warrant is not exercised prior to the
Expiration Date or is terminated pursuant to Section 6, this Warrant shall
cease to be exercisable and shall become void, and all rights of
the Warrantholder hereunder shall cease.
1.5. PAYMENT
OF TAXES. The issuance of certificates for any Warrant Shares that
are certificated shall be made without charge to the Warrantholder
for any Share transfer or other issuance tax in respect
thereto.
SECTION
2.
RESERVATION OF
SHARES.
SECTION
3.
EXCHANGE, LOSS OR
DESTRUCTION OF WARRANT.
Upon
receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant and, if
requested by the Company, an agreement to indemnify the Company for
any loss resulting from the replacement of this Warrant, the
Company will execute and deliver a new Warrant of like
tenor.
SECTION
4.
OWNERSHIP OF
WARRANT.
The
Company may deem and treat the person or entity in whose name this
Warrant is registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made
by anyone other than the Company) for all purposes and shall not be
affected by any notice to the contrary.
SECTION
5.
ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF SHARES
The Exercise Price and the
number of Shares purchasable upon the exercise of this Warrant
shall be subject to adjustment from time to time upon the
occurrence of certain events described in this Section 5.
5.1.
SUBDIVISION OR COMBINATION OF SHARES; ANTI-DILUTION. In case the
Company shall at any time subdivide its outstanding Shares into a
greater number of Shares, the Exercise Price in effect immediately
prior to such subdivision shall be proportionately reduced, and
conversely, in case the outstanding Shares of the Company shall be
combined into a smaller number of Shares, the Exercise Price in
effect immediately prior to such combination shall be
proportionately increased.
5.2.
PRO RATA DISTRIBUTIONS. During such time as this Warrant is
outstanding, if the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets)
to holders of its Common Stock, by way of return of capital or
otherwise (including, without limitation, any distribution of cash,
stock, evidences of its indebtedness, or other securities, property
or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar
transaction) (a “Distribution”), then,
upon any exercise of this Warrant that occurs after the record date
fixed for determination of stockholders entitled to receive such
Distribution, the Warrantholder shall be entitled to receive, in
addition to the Warrant Shares otherwise issuable upon such
exercise, the Distribution, to the same extent that the
Warrantholder would have participated therein if the Warrantholder
had held the number of shares of Common Stock acquirable upon
complete exercise of this Warrant immediately before the date of
which a record is taken for such Distribution, or, if no such
record is taken, the date as of which the record holders of Common
Stock are to be determined for the participation in such
Distribution, without regard to any limitation on exercise
contained therein. To the extent that this Warrant has not been
partially or completely exercised at the time of such Distribution,
such portion of the Distribution shall be held in abeyance for the
benefit of the Warrantholder until the Warrantholder has exercised
this Warrant.
5.3.
[Reserved.]
5.4. NO
VOTING RIGHTS. Nothing contained in this Warrant shall be construed
as conferring upon the holder hereof the right to vote or to
consent to receive notice as a shareholder of the Company on any
other matters or any rights whatsoever as a shareholder of the
Company.
5.5. NOTICE
OF ADJUSTMENT. When the Exercise Price is adjusted pursuant to any
provision of this Section 5, the Company shall promptly (i) deliver
a notice to the Warrantholder, and (ii) file with the transfer
agent for the Warrants a certificate of an officer of the Company,
in each case, setting forth the Exercise Price after such
adjustment and any resulting adjustment to the number of Warrant
Shares, and setting forth a brief statement of the facts requiring
such adjustment and a computation thereof. To the extent that any
notice provided in this Warrant constitutes, or contains, material,
non-public information regarding the Company, the Company shall
simultaneously file such notice with the Commission pursuant to a
Report on Form 8-K. The Warrantholder shall remain entitled to
exercise this Warrant during the period commencing on the date of
such notice to the effective date of the event triggering such
notice except as may otherwise be expressly set forth
herein.
5.6. CERTAIN
EVENTS. If any change in the outstanding Shares of the Company or
any other event occurs as to which the other provisions of this
Section 5 are not
strictly applicable or if strictly applicable would not fairly
effect the adjustments to this Warrant in accordance with the
essential intent and principles of such provisions, then the chief
executive officer of the Company shall make in good faith an
adjustment in the number and class of Shares issuable under this
Warrant, the Exercise Price and/or the application of such
provisions, in accordance with such essential intent and
principles, so as to protect such purchase rights as aforesaid. The
adjustment shall be such as will give the Warrantholder, upon
exercise for the same aggregate Exercise Price, the total number,
class and kind of Shares as the Warrantholder would have owned had
this Warrant been exercised prior to the event and had the
Warrantholder continued to hold such Shares until after the event
requiring adjustment.
SECTION
6.
NOTICE OF CORPORATE EVENTS.
If the Company (i)
declares a dividend or any other distribution of cash, securities
or other property in respect of its Common Stock, including without
limitation, any granting of rights or warrants to subscribe for or
purchase any capital stock of the Company or of any rights, (ii)
enters into any agreement contemplating or solicits stockholder
approval for any Fundamental Transaction, or (iii) authorizes the
dissolution, liquidation or winding up of the affairs of the
Company, then, in each case, the Company shall cause to be
delivered to the Warrantholder at least 20 calendar days prior to
the applicable record or effective date on which a Person would be
required to hold Common Stock in order to participate in or vote
with respect to such event or transaction a written notice stating
the date on which a record is to be taken for the purpose of such
event or transaction, or if a record is not to be taken, the date
as of which the holders of the Common Stock to be entitled to
participate or vote in event or transaction are to be determined.
To the extent that any notice provided in this Warrant constitutes,
or contains, material, non-public information regarding the Company
or any of the Subsidiaries, the Company shall simultaneously file
such notice with the Commission pursuant to a Report on Form 8-K.
The Holder shall remain entitled to exercise this Warrant during
the period commencing on the date of such notice to 5:00 P.M.
Eastern Time on the Business Day immediately preceding the
effective date of the event triggering such notice (the
“Corporate Event
Exercise Date”) in order to participate in or vote
with respect to such event or transaction except as may otherwise
be expressly set forth herein; provided, however, that upon the
consummation or occurrence of an event described in either clause
(ii) or (iii) above, this Warrant will terminate as of the
Corporate Event Exercise Date.
SECTION
7.
CALL PROVISION.
If at any time
commencing 12 months from the date of this Warrant, but before the
Expiration Date, the Volume Weighted Average Pricing
(“VWAP”)
of the Company’s Common Stock exceeds $18.00 (subject to
adjustment for forward and reverse stock splits, recapitalizations,
stock dividends and the like as set forth in Section 5) for each of
thirty consecutive trading days (the “Measurement
Period”), then the
Company may, at any time in its sole discretion, call for the
exercise of this Warrant, in its entirety
(“Call
Right”). To exercise
the Call Right, the Company must deliver to the Warrantholder an
irrevocable written notice (a “Call
Notice) indicating that the
provisions of this Section of the Warrant have been satisfied, and
that the Warrantholder accordingly must exercise all, or a portion,
of this Warrant prior to the Call Date, as defined below. Such Call
Notice shall include language notifying Warrantholder that failure
to comply with the Call Notice shall result in the forfeiture and
cancellation of any unexercised Warrant Shares granted to
Warrantholder hereunder. If the conditions set forth above for such
Call Notice are met and the Warrantholder has not exercised all of
the Shares exercisable under this Warrant by delivering an Exercise
Notice and payment therefor to the Company within thirty trading
days after the date the Call Notice is received by the
Warrantholder (such date and time, the “Call
Date”), then the
Warrants for which a Exercise Notice shall not have been received
by the Call Date will be cancelled at 5:00 p.m. (Eastern Time) on
the Call Date. In furtherance thereof, the Company covenants and
agrees that it will honor all Exercise Notices with respect to the
Warrant Shares subject to a Call Notice that are tendered through
5:00 p.m. (Eastern Time) on the Call Date. Notwithstanding anything
to the contrary set forth in this Warrant, provided that
the Warrantholder shall have furnished
to the Company, within 10 calendar days after the
Warrantholder’s receipt of written notice from the Company,
such information regarding the Warrantholder, the Warrant Shares
held by it, and the intended method of disposition of such
securities as is reasonably required to effect the registration of
such Warrantholder’s Warrant Shares and is set forth in
reasonable detail in such written notice, the Company may not
deliver a Call Notice or require the cancellation of this Warrant
(and any such Call Notice shall be void), unless the Company shall
have filed a registration
statement (“Registration
Statement”) under the
Securities Act of 1933, as amended, covering the Warrant Shares and
such Registration Statement has been declared effective by the
United States Securities and Exchange
Commission.
SECTION
8. COMPLIANCE WITH
SECURITIES ACT; TRANSFERABILITY OF WARRANT; DISPOSITION OF WARRANT
SHARES AND COMMON STOCK.
8.1. COMPLIANCE
WITH SECURITIES ACT. The Warrantholder, by acceptance hereof,
agrees that this Warrant, the Warrant Shares and the shares of
Common Stock issuable upon conversion of the Warrant Shares are
being acquired for investment and that it shall not offer, sell or
otherwise dispose of this Warrant, any Warrant Shares or any shares
of Common Stock issuable upon conversion of the Warrant Shares
except under circumstances which will not result in a violation of
the Act or any applicable state securities laws. This Warrant, the
Warrant Shares and the shares of Common Stock issuable upon
conversion of the Warrant Shares (unless registered under the Act)
shall be stamped or imprinted with a legend in substantially the
following form:
“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE
SECURITIES OR BLUE SKY LAWS OF ANY STATE. THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED, OR UNLESS SOLD PURSUANT TO
RULE 144 OF THE ACT.
8.2 ACCREDITED
INVESTOR; ACCESS TO INFORMATION; PRE-EXISTING RELATIONSHIP.
Warrantholder presently qualifies and will as of any exercise of
this Warrant qualify as an “accredited investor” within
the meaning of Regulation D of the rules and regulations
promulgated under the Act. Warrantholder has had the opportunity to
ask questions of, and to receive answers from, appropriate
executive officers of the Company with respect to the terms and
conditions of the transactions contemplated hereby and with respect
to the business, affairs, financial condition and results of
operations of the Company. Warrantholder has had access to such
financial and other information as is necessary in order for
Warrantholder to make a fully informed decision as to investment in
the Company, and has had the opportunity to obtain any additional
information necessary to verify any of such information to which
Warrantholder has had access. Warrantholder further represents and
warrants that the Warrantholder has either (a) a pre-existing
relationship with the Company or one or more of its officers or
directors consisting of personal or business contacts of a nature
and duration which enable the Warrantholder to be aware of the
character, business acumen and general business and financial
circumstances of the Company or the officer or director with whom
such relationship exists or (b) such business or financial
expertise as to be able to protect the Warrantholder’s own
interests in connection with the purchase of the Warrant
Shares.
8.3 WARRANT
NOT TRANSFERABLE. This Warrant and the
rights and obligations hereunder shall not be assignable or
transferable without the prior written consent of the
Company. The Warrant Shares, if and when issued, may be
transferred or sold only in compliance with applicable United
States federal and state securities laws or of any requirements of the Trading Market
upon which the Common Stock may be quoted or listed.
Any instrument purporting to make an
assignment in violation of this Section 8.3
shall be void.
8.4 DISPOSITION
OF WARRANT SHARES. With respect to any offer, sale, or other
disposition of any Warrant Shares prior to registration of such
shares, the Warrantholder hereof and each subsequent Warrantholder
agrees to give written notice to the Company prior thereto,
describing briefly the manner thereof, together with a written
opinion of such Warrantholder’s counsel, if reasonably
requested by the Company, to the effect that such offer, sale or
other disposition may be effected without registration or
qualification (under the Act as then in effect or any federal or
state law then in effect) of such Warrant Shares and indicating
whether or not under the Act certificates for such Warrant Shares
to be sold or otherwise disposed of require any restrictive legend
as to applicable restrictions on transferability. Promptly upon
receiving such written notice and opinion, the Company, as promptly
as practicable, shall notify such Warrantholder that such
Warrantholder may sell or otherwise dispose of such Warrant Shares
all in accordance with the terms of the notice delivered to the
Company. If a determination has been made pursuant to this Section
8.4 that the opinion of the counsel for the Warrantholder is not
reasonably satisfactory to the Company, the Company shall so notify
the Warrantholder promptly after such determination has been made.
Notwithstanding the foregoing, such Warrant Shares may be offered,
sold or otherwise disposed of in accordance with Rule 144 under the
Act, provided that the Company shall have been furnished with such
information as the Company may request to provide reasonable
assurance that the provisions of Rule 144 have been satisfied. Each
certificate representing the Warrant Shares thus transferred
(except a transfer pursuant to Rule 144) shall bear a legend as to
the applicable restrictions on transferability in order to insure
compliance with the Act, unless in the aforesaid opinion of counsel
for the Warrantholder, such legend is not required in order to
insure compliance with the Act. The Company may issue stop transfer
instructions to its transfer agent in connection with such
restrictions.
8.5 MARKET
STANDOFF. The Warrantholder hereby agrees that it will not, without
the prior written consent of the managing underwriter, during the
period commencing on the date of the final prospectus relating to a
registered public offering of the Company and ending on the date
specified by the Company and the managing underwriter (such period
not to exceed one hundred eighty (180) days) (i) lend, offer,
pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, or otherwise transfer or
dispose of, directly or indirectly, any shares of the
Company’s capital stock acquired through the exercise of this
Warrant, or (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic
consequences of ownership of the Company’s capital stock
acquired through the exercise of this Warrant, whether any such
transaction described in clause (i) or (ii) above is to be settled
by delivery of securities, in cash or otherwise. The underwriters
in connection with a registered public offering of the Company are
intended third party beneficiaries of this Section and shall have
the right, power and authority to enforce the provisions hereof as
though they were a party hereto. Warrantholder further agrees to
execute such agreements as may be reasonably requested by the
underwriters in a registered public offering of the Company that
are consistent with this Section 8.5 or that are necessary to give
further effect thereto.
In
order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to shares of the
Company’s capital stock acquired through the exercise of this
Warrant until the end of such period. The Warrantholder agrees that
a legend reading substantially as follows shall be placed on all
certificates representing all shares of the Warrantholder (and the
shares or securities of every other person subject to the
restriction contained in this Section 8.5):
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP
PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION
STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN
AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE
SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S
PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF
THESE SHARES.”
SECTION
9.
MISCELLANEOUS.
9.1. ENTIRE
AGREEMENT. This Agreement and the documents referred to herein
constitute the entire agreement among the parties and supersede any
prior agreements or understandings regarding the subject matter
hereof.
9.2. SUCCESSORS
AND ASSIGNS. The terms and conditions of this Warrant shall inure
to the benefit of and be binding upon the parties’ respective
successors and assigns. Nothing in this Warrant, express or
implied, is intended to confer upon any party, other than the
parties hereto or their respective successors and assigns, any
rights, remedies, obligations or liabilities under or by reason of
this Warrant, except as expressly provided in this
Warrant.
9.3. AMENDMENTS
AND WAIVERS. No failure on the part of either party to exercise and
no delay in exercising any power or right hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of
any power or right preclude any other or further exercise thereof
or the exercise of any other power or right. The remedies herein
and in any other instrument, document or agreement delivered or to
be delivered by either party hereunder or in connection herewith
are cumulative and not exclusive of any remedies provided by law.
No notice to or demand on a party not required hereunder shall in
any event entitle such party to any other or further notice or
demand in similar or other circumstances or constitute a waiver of
the right of the other party to any other or further action in any
circumstances without notice or demand. No amendment, modification
or waiver of any provision of this Warrant or consent to any
departure by either party therefrom shall be effective unless the
same shall be in writing and signed by the Company and the
Warrantholder.
9.4. SECTION
AND OTHER HEADINGS. The titles and subtitles used in this Warrant
are used for convenience only and are not to be considered in
construing or interpreting this Warrant.
9.5. NOTICES.
All notices required or permitted hereunder shall be in writing and
shall be deemed effectively given: (i) upon personal delivery to
the party to be notified; (ii) when sent by confirmed electronic
mail or facsimile if sent during normal business hours of the
recipient, if not, then on the next Business Day; (iii) five (5)
days after having been sent by registered or certified mail, return
receipt requested, postage prepaid; or (iv) one (1) day after
deposit with a nationally recognized overnight courier, specifying
next day delivery, with written verification of receipt. All
communications shall be sent to the address as set forth in the
Warrantholder’s signature page to the Purchase Agreement or
at such other address as such party may designate by ten (10)
days’ advance written notice to the other parties
hereto.
9.6. SEVERABILITY.
If one or more provisions of this Warrant are held to be
unenforceable under applicable law, such provision shall be
excluded from this Warrant and the balance of this Warrant shall be
interpreted as if such provision were so excluded and shall be
enforceable in accordance with its terms.
9.7. FRACTIONAL
SHARES. No fractional Shares or scrip representing fractional
Shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a Share called for upon any exercise
hereof, the Company shall round up to the nearest whole
Share.
9.8 DELIVERY
OF NEW WARRANT. Unless the purchase rights represented by this
Warrant shall have expired or shall have been fully exercised, the
Company shall, at the time of delivery of the certificate or
certificates representing the Warrant Shares being issued in
accordance herewith, deliver to the Warrantholder a new warrant
evidencing the rights of the Warrantholder 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.
9.9. GOVERNING
LAW. This Warrant shall be governed by and construed under the
substantive laws of New York without regard to the conflicts of law
provisions thereof. The federal courts in New York, New York shall
have exclusive jurisdiction of any and all actions or suits
commenced by either party arising under or with respect to this
Warrant.
9.10. SURVIVAL.
The obligations of each party contained in or made pursuant to this
Agreement shall survive the termination of the Loan Agreement
and/or repayment in full of the Loan, whether by prepayment or
otherwise.
(Signature Page Follows)
250145v13
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SCIENTIFIC INDUSTRIES, INC.
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Date: June 18,
2020
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By:
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/s/ Helena R. Santos
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Helena R. Santos,
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President and Chief Executive Officer
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Signature Page to Warrant
IN WITNESS WHEREOF, the undersigned has
caused this Warrant to be signed by its duly authorized officer as
of the first date written above.
WARRANTHOLDER:
If an individual:
_______________________________
Name:
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If an entity:
Name of
entity:
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SCIENTIFIC INDUSTRIES, INC.
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Date: June 18,
2020
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By:
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/s/ Helena R. Santos
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Helena R. Santos,
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President and Chief Executive Officer
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SCIENTIFIC
INDUSTRIES, INC.
WARRANT
EXERCISE FORM
(To be
executed upon exercise of Warrant)
The
undersigned, the record holder of the Warrant, hereby irrevocably
elects to exercise the right, represented by the Warrant, to
purchase the Warrant Shares and herewith pays the Exercise Price in
accordance with the terms of the Warrant by tendering payment for
such Warrant Shares to the order of SCIENTIFIC INDUSTRIES, INC. in
the amount of $______________.
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SCIENTIFIC INDUSTRIES, INC.
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Date: June 18,
2020
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By:
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/s/ Helena R. Santos
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Helena R. Santos,
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President and Chief Executive Officer
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