Warrant



 Exhibit 10.1 
 WARRANT CERTIFICATE 
 To Purchase 

Shares of Common Stock 
 MediciNova, Inc.  
 (the “Corporation”) 

 

			
	#W-1	  	Warrant to Purchase up to 130,000 Shares of Common Stock

 THIS IS TO CERTIFY that, for value received, the receipt and sufficiency of which is hereby acknowledged,
Redington, Inc. (the “Holder”) is entitled, subject to the terms and conditions hereinafter set forth below, to subscribe for and purchase from the Corporation up to one hundred and thirty thousand (130,000) shares of the
Corporation’s common stock, par value $0.001 per share (the “Common Stock”), by surrendering to the Corporation at its principal office in the City of San Diego, State of California this Warrant Certificate, together with a
subscription form, duly completed and executed, and cash or a certified check in lawful money of the United States payable to or to the order of the Corporation for an amount equal to the Exercise Price (as hereinafter defined) multiplied by the
number of Common Stock then being purchased. 
 1. Definitions. In this Warrant Certificate, including the preamble, unless
there is something in the subject matter or context inconsistent herewith, the following terms shall have the following meanings, respectively: 
 “Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in The City of New York, NY are authorized or required by law to remain closed. 

“Common Stock” has the meaning ascribed thereto in the introductory paragraph hereto; 

“Capital Reorganization” means: (i) any reclassification of the Common Stock at any time outstanding; (ii) any
change of the Common Stock at any time outstanding into other shares or securities; (iii) any sale of all of the Common Stock at any time outstanding to a third party; or (iv) any consolidation, amalgamation or merger of the Corporation
with or into any other corporation or other entity (other than a consolidation, amalgamation or merger which does not result in a reclassification of the outstanding Common Stock or a change of the Common Stock into other shares or securities) and,
for the avoidance of doubt, the term “Capital Reorganization” shall not include a Share Reorganization; 

“Conversion Notice” has the meaning ascribed thereto in Section 4(b); 

“Corporation” means MediciNova, Inc., a corporation incorporated under the laws of Delaware; 

“Exercise Price” has the meaning ascribed thereto in Section 2; 

“Holder” has the meaning ascribed thereto in the introductory paragraph hereto; 

“Nasdaq” means the Nasdaq Global Market; 







 “Share Reorganization” has the meaning ascribed thereto in
Section 8(b); 
 “Subscription Form” means the form of subscription annexed hereto as Schedule A; and

 “Warrant” means the common share purchase warrant represented by this Warrant Certificate. 

2. Exercise Price. The Warrant represented by this Warrant Certificate entitles the Holder, to the extent the Warrant has vested pursuant
to Section 3 below, to subscribe for and purchase up to 130,000 shares of Common Stock at a price per share of $1.88 (the “Exercise Price”), which price shall be subject to adjustment as hereinafter provided. 

3. Vesting of Warrants. The shares of Common Stock subject to the Warrant will vest and become exercisable in the amounts listed in the
table below, upon the Corporation’s determination, in its sole discretion, that the applicable Share Price Targets as set forth in the table below (each a “Share Price Target” and, together, the “Share Price
Targets”) have been achieved on ten (10) of any thirty (30) consecutive trading days (a “Trading Period”) during the period of time beginning on August 22, 2012 and ending on and including the 15-month
anniversary of such date (the “Performance Period”). 
  

			
	 Number of Shares
	  	 Share Price Target

	15,000	  	the closing price per share of the Common Stock on Nasdaq is at least 50% above the Exercise Price during a Trading Period
		
	32,500	  	the closing price per share of the Common Stock on Nasdaq is at least 100% above the Exercise Price during a Trading Period
		
	32,500	  	the closing price per share of the Common Stock on Nasdaq is at least 125% above the Exercise Price during a Trading Period
		
	50,000	  	the closing price per share of the Common Stock on Nasdaq is at least 150% above the Exercise Price during a Trading Period

 For the avoidance of doubt, for purposes of vesting in a number of shares, a Share Price Target shall not be deemed to
occur more than once and accordingly, the maximum amount of shares that may vest pursuant to the schedule above will be 130,000 shares, however, more than one Share Price Target can be achieved based on the closing stock prices within a Trading
Period. The Warrant to acquire any shares relating to Share Price Targets that are not achieved during the Performance Period will be immediately forfeited effective as of the last day of the Performance Period and the Holder will have no right,
title or interest to acquire these shares following the Performance Period. 

  
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 4. Expiration of Warrants. All rights under this Warrant Certificate which have not been
exercised shall cease and this Warrant Certificate shall be wholly void and of no valid or binding effect at 5:00 PM (Pacific Daylight Time) on August 22, 2017. 
 5. Exercise of Warrants. 
  

	 	(a)	Cash Exercise. To the extent vested pursuant to Section 3 above, the Warrant represented by this Warrant Certificate may be exercised, in whole or in
part, by the surrender of this Warrant Certificate, with the attached Subscription Form duly executed, at the principal office of the Corporation at 4350 La Jolla Village Drive, Suite 950, San Diego, California 92122 and payment to the Corporation,
by cash or by certified check or bank draft, of the aggregate Exercise Price for the number of shares of Common Stock in respect of which the Warrant is being exercised. The Corporation agrees that any shares subscribed for and purchased by exercise
of the Warrant shall be and be deemed to be issued to the Holder as the registered owner of such shares as of the close of business on the date on which this Warrant Certificate shall have been surrendered and payment made for such shares as
aforesaid. Certificates for any shares so purchased shall be delivered to the Holder within a reasonable time, not exceeding ten (10) Business Days, after the Warrant has been so exercised. 


 

	 	(b)	Unexercised Warrants. In the event that the Warrant is exercised for less than the maximum number of shares of Common Stock which may be purchased
pursuant to the exercise thereof, the Corporation shall, upon the surrender of this Warrant Certificate in accordance with Section 5(a), issue a replacement warrant certificate representing the right to subscribe for the remaining number of
shares of Common Stock which the Holder is entitled to subscribe for (which if issued after the Performance Period shall represent only the remaining number of such shares that have vested and not been exercised). 


6. Not a Stockholder. For the avoidance of doubt, nothing in this Warrant Certificate or in the holding of the Warrant evidenced hereby
shall be construed as conferring upon the Holder any right or interest whatsoever as a stockholder of the Corporation. 
 7. No Fractional
Shares. Notwithstanding any provisions to the contrary herein, the Corporation shall not be required to issue any fractional shares in the capital of the Corporation in connection with any exercise of the Warrant. If the calculation of the
number of shares of Common Stock issuable upon such exercise results in a number which includes a fraction of whole shares, the Corporation shall issue to the Holder the largest number of whole shares into which the Warrant is exercisable and make a
cash payment to the Holder in lieu of the fractional share in an amount determined in good faith by the Corporation’s board of directors. 

8. Adjustment of Subscription Rights. 
  

	 	(a)	Capital Reorganization. If at any time while all or any portion of the Warrant remains outstanding there shall be a Capital Reorganization and the Holder
exercises the Warrant after the effective date of such Capital Reorganization, the Holder shall be 


  
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entitled to receive, in lieu of the number of shares of Common Stock to which it was theretofore entitled to receive upon such exercise, the kind and amount of securities or property (including
cash) which the Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof immediately prior to the Capital Reorganization, the Holder had been the registered holder of the number of
shares of Common Stock to which the Holder was theretofore entitled to receive upon exercise of the Warrant pursuant to Section 5(a). 

  

	 	(b)	Share Reorganization. If at any time while all or any portion of the Warrant remains outstanding the Corporation shall (i) subdivide the Common Stock
then outstanding into a greater number of shares of Common Stock or (ii) consolidate the Common Stock then outstanding into a lesser number of shares of Common Stock (each such event, a “Share Reorganization”), then:


  

	 	(i)	the Exercise Price will be adjusted on the effective date of the Share Reorganization by multiplying the Exercise Price in effect immediately prior to such date by a
fraction (A) the numerator of which is the number of shares of Common Stock outstanding immediately before giving effect to the Share Reorganization and (B) the denominator of which is the number of shares of Common Stock outstanding
immediately after giving effect to the Share Reorganization; and 

  

	 	(ii)	concurrent with each adjustment of the Exercise Price in accordance with subparagraph 8(b)(i), the number of shares of Common Stock the Holder shall be entitled to
acquire on any exercise of the Warrant shall be adjusted to that number of shares of Common Stock obtained by multiplying the number of shares of Common Stock the Holder was entitled to acquire upon the exercise of the Warrant immediately prior to
such adjustment by a fraction (A) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (B) the denominator of which is Exercise Price resulting from such adjustment. 


 

	 	(c)	Dividend or Distributions Payable in Common Stock. If at any time while all or any portion of the Warrant remains outstanding the Corporation shall pay a
dividend or otherwise make a distribution on the Common Stock or any other securities of the Corporation payable in Common Stock, then: 

  

	 	(i)	the Exercise Price will be adjusted by multiplying the Exercise Price in effect immediately prior to such date by a fraction (A) the numerator of which is the
number of shares of Common Stock outstanding immediately before giving effect to such dividend or distribution and (B) the denominator of which is the number of shares of Common Stock outstanding immediately after giving effect to such dividend
or distribution; and 

  

	 	(ii)	 concurrent with each adjustment of the Exercise Price in accordance with subparagraph 8(c)(i), the number of shares of Common Stock the Holder shall be
entitled to acquire on any exercise of the Warrant shall be adjusted to that number of shares of Common Stock obtained by multiplying the number of shares of Common Stock the Holder was entitled to acquire upon the exercise of




  
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the Warrant immediately prior to such adjustment by a fraction (A) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (B) the denominator of
which is Exercise Price resulting from such adjustment. 

 Any adjustment made pursuant to this Section 8(c)
shall be made on the payment date for the applicable dividend or distribution; provided, however, that such adjustment shall be retroactive to the record date for such dividend or distribution. 

 

	 	(d)	Rules Regarding Adjustment of Subscription Rights. 

  

	 	(i)	The adjustments provided for in this Section 8 are cumulative and shall be made successively whenever an event referred to herein shall occur.


  

	 	(ii)	In the event of any dispute arising with respect to the adjustments provided in this Section 8, such dispute will, absent manifest error, be conclusively resolved
by a firm of certified public accountants (the costs of whom will be borne by the Corporation) appointed by the Corporation (who may be the Corporation’s auditors). 


 

	 	(iii)	As a condition precedent to the taking of any action which would require any adjustment pursuant to this Section 8, the Corporation will take any corporate action
which may, in the opinion of counsel, be necessary in order that the securities to which the Holder is entitled on the full exercise of the Warrant shall be available for such purpose and that such shares may be validly and legally issued as fully
paid and non-assessable shares. 

  

	 	(iv)	Any adjustment pursuant to this Section 8 is subject to the prior approval, if required, of Nasdaq or any other stock exchange or regulatory authority having
jurisdiction over the Corporation. 

  

	 	(v)	As promptly as reasonably practicable after the occurrence of any event which requires an adjustment pursuant to this Section 8, the Corporation will deliver a
written notice to the Holder specifying in reasonable detail the nature of the event requiring the adjustment and the amount of the adjustment necessitated by such event. 

 9. Mutilated or Missing Warrant Certificates. Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction or mutilation of this Warrant Certificate and, in the
case of any such loss, theft or destruction, upon delivery of a bond or indemnity satisfactory to the Corporation, acting reasonably, or, in the case of any such mutilation, upon surrender of this Warrant Certificate, the Corporation will issue to
the Holder a new certificate of like tenor in respect of the Warrant represented hereby. 
 10. Governing Law. This Warrant
Certificate shall be governed by and construed in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of California, without
giving effect to any choice of law or conflict of law provision or rule. 

  
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 11. Severability. If any one or more of the provisions or parts thereof contained in this
Warrant Certificate should be or become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, as to such jurisdiction,
severable therefrom and (a) the validity, legality or enforceability of such remaining provisions or parts thereof shall not in any way be affected or impaired by the severance of the provisions or parts thereof severed and (b) the
invalidity, illegality or unenforceability of any provision or part thereof contained in this Warrant Certificate in any jurisdiction shall not affect or impair such provision or part thereof or any other provisions of this Warrant Certificate in
any other jurisdiction. 
 12. Headings. The headings of the sections, subsections, paragraphs, subparagraphs and clauses of this
Warrant Certificate have been inserted for convenience of reference only and do not define, limit, alter or enlarge the meaning of any provision of this Warrant Certificate. 
 13. Numbering of Articles, etc. Unless otherwise stated, a reference herein to a numbered or lettered Section, subparagraph or Schedules refers to the section, subparagraph or schedule
bearing that number or letter in this Warrant Certificate. 
 14. Words Importing the Singular. Whenever used in this Warrant
Certificate, words importing the singular number only shall include the plural and vice versa. 
 15. Day not a Business Day. In
the event that any day on or before which any action is required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite time on the next succeeding day that is a Business Day. If the
payment of any amount is deferred for any period, then such period shall be included for purposes of the computation of any interest payable hereunder. 
 16. Binding Effect. This Warrant Certificate and all of its provisions shall inure to the benefit of the Holder and its successors and permitted assigns and shall be binding upon the
Corporation and its successors and permitted assigns. 
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 IN WITNESS WHEREOF the Corporation has caused this Warrant to be signed by its duly
authorized officers under its corporate seal, and this Warrant to be dated the 22nd day of August, 2012. 
  

			
	 MEDICINOVA, INC.

		
	 By:
	 	 /s/ Michael Coffee

		 	Michael Coffee, Chief Business Officer



  
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 SCHEDULE A 
 MediciNova, Inc. 
 Subscription Form 

(to be signed only upon exercise of this Warrant) 
 The undersigned hereby exercises the Warrant represented by the Warrant Certificate included herewith with respect to             shares
of the Common Stock which may be purchased under the Warrant. 
 The Corporation is instructed to issue certificates for such shares of Common
Stock in the name of the undersigned and to deliver the same to the address indicated. 
  

					
		
	 	 	  

Name

		
		 	  

Street and Number                 City 
and State

			
		 	  

Purchaser’s Signature*
	 	
			
		 	  
 Date
	 	

  

	*	Signature must conform exactly with the name of the registered owner on the Warrant Certificate included herewith