Notices. All notices, requests, consents and other communications pursuant to this Warrant Agreement shall be in writing and shall be deemed to have been duly made and sent when delivered by email to Warrant Holder at Warrant Holder’s email address of record with Company, or by U.S. Certified Mail, return receipt requested: # If to Warrant Holder, to the address of Warrant Holder as shown on the books of the Company; or # if to Company, to the address set forth on page 1 of this Warrant Agreement or to such other address as Company may designate by notice to Warrant Holder.
Descriptive Headings. The descriptive headings of the various Sections of this Warrant are inserted for convenience only and do not constitute a part of this Warrant. The language in this Warrant shall be construed as to its fair meaning without regard to which party drafted this Warrant.
The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Ordinary Shares a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Ordinary Shares may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued,
“Warrant Agreement” means the warrant agreement substantially in the form set forth as [Exhibit B] to this Agreement, which may be one or more warrant agreements, as necessary or appropriate.
The undersigned holder hereby exercises the right to purchase of the shares of Common Stock (“Warrant Shares”) of ELECTROMEDICAL TECHNOLOGIES, INC. (the “Company”), evidenced by the attached Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.
Re: Warrant dated , issued by the Company to [[Agent:Organization]] II, L.P. (the Warrant)
#[[Parties:Organization]] and [[Parties:Organization]] shall execute the Amended and Restated Warrant in the form attached hereto as Exhibit D (the “A&R [[Parties:Organization]] Warrant”), which A&R [[Parties:Organization]] Warrant shall amend and restate the [[Parties:Organization]] Warrant, on the terms and conditions set forth in the A&R [[Parties:Organization]] Warrant, in order to, among other things, # extend the termination date of the [[Parties:Organization]] Warrant to June 23, 2028 and # reflect the effect of the 1-for-20 reverse split of the Common Stock effected by [[Parties:Organization]] on May 12, 2023 on the exercise price and number of shares of Common Stock issuable upon exercise of the [[Parties:Organization]] Warrant.
The undersigned holder hereby exercises the right to purchase of the shares of Common Stock (“Warrant Shares”) of [[Organization A:Organization]], a Nevada corporation (the “Company”), evidenced by Warrant No. 2024- (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.
Transferability. Subject to compliance with any applicable securities laws and the provisions of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
When used in this Warrant, the words “herein”, “hereof”, and “hereunder” and words of similar import, shall refer to this Warrant as a whole and not to any provision of this Warrant, and the words “Section”, “Schedule”, and “Exhibit” shall refer to Sections of, and Schedules and Exhibits to, this Warrant unless otherwise specified.
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