Exhibit 10.1


 





WARRANT REPURCHASE AGREEMENT


 


This Warrant
Repurchase Agreement (this “Agreement”) is made as of November 6, 2019, by and between Semler Scientific,
Inc., a Delaware corporation (the “Company”), and the undersigned holder of warrants to purchase shares of the
Company’s capital stock (the “Warrantholder,” and together with the Company, the “Parties”).


 


WHEREAS, the Company
has granted to the Warrantholder warrants (each a “Warrant” and together the “Warrants”)
to purchase an aggregate of 93,797 shares of Company Common Stock, par value $0.001 per share (the “Common Stock”),
as set forth on Schedule A at such exercise prices per share of Common Stock as listed on Schedule A; and


 


WHEREAS, the Warrantholder
wishes to sell to the Company and the Company wishes to purchase from the Warrantholder certain of the Warrants, as indicated on
Schedule A hereto on the terms set forth herein, such repurchased Warrants, the “Repurchase Warrants.”


 


NOW, THEREFORE, intending
to be legally bound and in consideration of the mutual provisions set forth in this Agreement and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1. Sale
and Purchase of Repurchase Warrants. Subject to the terms and conditions hereof, at the Closing (as defined in Section
2 below), the Warrantholder hereby agrees to sell to the Company, and the Company hereby agrees to purchase from the Warrantholder,
the Repurchase Warrants. The Company and the Warrantholder hereby irrevocably acknowledge and agree that, upon the sale of the
Repurchase Warrants, the Warrantholder shall be entitled to receive an amount equal to the excess of the aggregate fair market
value of the Repurchase Warrants over the aggregate exercise price of the Repurchase Warrants (such payments collectively, the
 “Purchase Price”), as specified on Schedule A hereto.


 


2. Closing
Date. The closing of the sale and purchase of the Warrants under this Agreement (the “Closing”) shall
take place at such place and time as the Company and the Warrantholder may mutually agree (such date is hereinafter referred to
as the “Closing Date”). 


 


3. Delivery.
At the Closing, subject to the terms and conditions hereof, the Company will deliver to the Warrantholder the Purchase Price by
wire of immediately available funds to the Warrantholder and the Warrantholder shall deliver the originally executed Warrants duly
endorsed for transfer. Upon payment of the Purchase Price, the Repurchase Warrants, without further action by the Company or by
the Warrantholder, shall be cancelled, terminated in full and rendered null and void and provide no further rights to acquire shares
of the Company’s Common Stock.


 


4. Further
Representations and Warranties. The Warrantholder hereby further represents and warrants as follows:


 


(a) The
Warrantholder is duly organized and validly existing under the laws of the jurisdiction of its organization.


 


(b) The
Warrantholder has full right, power and authority to sign this Agreement and to perform its obligations hereunder. This Agreement
has been duly executed and delivered by the Warrantholder and constitutes the valid and legally binding obligation of the Warrantholder
enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws now or hereafter in effect relating to creditors’ rights generally and subject to general principles of equity.
All consents, judgments, authorizations and orders necessary for the execution and delivery by the Warrantholder of this Agreement
have been obtained, and the Warrantholder need not give any notice to, make any filing with, or obtain any consent, judgment or
approval of any governmental authority or any other person in order to consummate the transactions contemplated by this Agreement.


 






     


     


    

 


(c) The
execution and delivery of this Agreement by the Warrantholder does not, the consummation of the transactions contemplated by this
Agreement will not, and the performance of this Agreement by the Warrantholder will not conflict with or violate any law, judgment,
proceeding or other restriction of any governmental authority or court applicable to the Warrantholder or by which the Warrantholder
or any of the Warrantholder’s properties or assets is or may be bound or affected, or Warrantholder’s organizational
documents. 


 


(d) The
Warrantholder has good and marketable title to the Warrants, free and clear of all encumbrances, and the transactions contemplated
by this Agreement will not result in the imposition of any encumbrances or other obligations, such Warrants are not subject to
any adverse claim, and such Warrants are not subject to any claims for brokerage commissions, finders’ fees or similar compensation,
or any community property rights. 


 


(e) At
the Closing, all of the Warrantholder’s right, title and interest in and to the Repurchase Warrants shall terminate and the
Warrantholder thereafter relinquishes and waives any and all rights and benefits it previously had with respect to the Repurchase
Warrants, except for the right to receive the Purchase Price for the Repurchase Warrants in accordance with the terms of this Agreement.



 


(f) The
Warrantholder acknowledges and agrees that the Warrantholder is delivering this Agreement in the Warrantholder’s own free
will and not under any duress or undue influence and that the Warrantholder has had a reasonable opportunity to ask all reasonable
questions and receive all answers from the Company concerning the terms and conditions of this Agreement as the Warrantholder has
requested. 


 


5. Tax
Treatment. The Warrantholder hereby acknowledges that no representations have been made with respect to the tax treatment of
any consideration that may be received pursuant to the terms of this Agreement. The Warrantholder acknowledges and agrees that
any taxes that may be owed by the Warrantholder with respect to such consideration, including but not limited to any taxes, interest
or penalties that may be owed pursuant to Section 409A of the Internal Revenue Code of 1986, as amended, shall be the sole responsibility
of the Warrantholder. 


 


6. Additional
Documents.  The Warrantholder hereby agrees that he, she or it will, upon request of the Company, execute and deliver any additional
documents reasonably appropriate or necessary in connection with the transactions contemplated by this Agreement. 


 


7. Governing
Law; Jurisdiction. This Agreement, the rights of the parties hereunder and all actions arising in whole or in part under or
in connection herewith, will be governed by and construed and enforced in accordance with the domestic substantive laws of the
State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of
the laws of any other jurisdiction. Each of the parties hereto hereby (i) irrevocably submits to the exclusive jurisdiction of
the U.S. District Court located in the State of Delaware and the state courts of the State of Delaware for the purpose of any action
among any of the parties relating to or arising in whole or in part under or in connection with this Agreement, (ii) waives to
the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such
action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt
or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds
of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed
by reason of the pendency of some other action in any other court other than one of the above-named courts or that this Agreement
or the subject matter hereof or thereof may not be enforced in or by such court and (iii) agrees not to commence any such action
other than before one of the above-named courts.


 






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8. Waiver
of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT
THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE
OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT,
TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE
KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY
IN ANY ACTION WHATSOEVER BETWEEN OR AMONG THEM RELATING TO THIS AGREEMENT AND THAT SUCH ACTIONS WILL INSTEAD BE TRIED IN A COURT
OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.


 


9. Severability.
Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction will not affect the
validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term
or provision in any other situation or in any other jurisdiction. In the event that any provision hereof would, under applicable
law, be invalid or unenforceable in any respect, each Party intends that such provision will be construed by modifying or limiting
it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law.


 


10. Specific
Performance. Notwithstanding anything in this Agreement to the contrary, the parties agree that irreparable damage could occur
in the event that any of the obligations, undertakings, covenants or agreements contained in this Agreement were not performed
in accordance with their specific terms or were otherwise breached. Accordingly, it is agreed that the parties shall be entitled
to seek an injunction or injunctions to prevent breaches of this Agreement, without any bond or other security being required,
and to enforce specifically the terms and provisions of this Agreement by a decree of specific performance without the necessity
of proving the inadequacy of money damages as a remedy, this being in addition to any other remedy to which the parties are entitled
at law or in equity. 


 


11. Entire
Agreement; Amendment. This Agreement constitutes the entire agreement among the parties with respect to the subject matter
hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether
written or oral, with respect thereto. This Agreement may not be amended except by an instrument in writing signed by the Warrantholder
and the Company.


 


12. Counterparts
and Facsimile Transmission. This Agreement may be executed in two or more counterparts for the convenience of the parties hereto,
each of which shall be deemed an original and all of which together will constitute one and the same instrument. Delivery of an
executed counterpart of a signature page to this Agreement by facsimile or portable document format shall be effective as delivery
of a manually executed counterpart to this Agreement.


  


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IN WITNESS WHEREOF,
the Parties hereto have executed this Agreement as of the latest date specified below.


 


	SEMLER SCIENTIFIC, INC.	 	 	 
	 	 	 	 
	 	 	 	 
	By:	/s/ Andrew B. Weinstein	 	 	 
	Name:	Andrew B. Weinstein	 	 	 
	Title:	Sr. VP, Finance and Accounting	 	 	 
	Date:	November 6, 2019	 	 	 
	 	 	 	 	 
	 	 	 	
        WARRANTHOLDER

         

        Murphy-Chutorian Family Trust U/D/T dated
        January 13,1997

         

	 	 	 	By:	/s/ Douglas Murphy-Chutorian
	 	 	 	Name:	Douglas Murphy-Chutorian, M.D.
	 	 	 	Title:	Trustee
	 	 	 	Date:	November 6, 2019


 


[Signature Page to Warrant Repurchase
Agreement]


 




     


     


    

 


Schedule A


 


	Issuance & Expiration Dates	Underlying Common Stock	Exercise Price	Repurchase?	Aggregate Fair Market Value	Aggregate Exercise Price	Aggregate Repurchase Price
	6/7/12 – 7/31/23	16,390	$4.50	Y	$752,301.00	$73,755.00	$678,546.00
	6/7/12 – 7/31/23	22,517	$4.50	Y	$1,033,530.30	$101,326.50	$932,203.80
	6/7/12 – 7/31/23	16,875	$4.00	N	N/A	$67,500.00	N/A
	6/7/12 – 7/31/23	25,000	$2.00	Y	$1,147,500.00	$50,000.00	$1,097,500.00 
	7/31/13 – 7/31/23	60,000	$4.50	N	N/A	$270,000.00	N/A
	8/31/12 – 7/31/23	29,890	$4.50	Y	$1,371,951.00	$134,505.00	$1,237,446.00
	Total	170,672	 	 	 	 	 
	Total Repurchased	93,797	 	 	 	 	 
	Total Purchase Price	$3,945,695.80


 


Note: The Aggregate Fair Market Value of
each Warrant is calculated as the product of the Underlying Common Stock and the last reported sale price of the Company’s
common stock on the QTC QB on November 6, 2019.