Exhibit 10.3


 





WARRANT AMENDMENT AND EXERCISE AGREEMENT


 


This Warrant Amendment and Exercise Agreement
(this “Agreement”), dated as of [______], 2019, is by and between Summit Wireless Technologies, Inc., a Delaware
corporation (the “Company”), and the undersigned holder identified on Schedule A hereto (the “Holder”)
of warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).


 


WHEREAS, the Holder beneficially owns in
the aggregate the number of warrants to purchase Common Stock identified on Schedule A hereto at an exercise price of $[__] per
share that were issued in connection with the Series [_____] Notes issued to the Holder as set forth on the Holder’s signature
page hereto (the “Original Warrants”);


 


WHEREAS, in order to induce the Holder
to exercise the Original Warrants from time to time and in any event prior to October [__], 2019 (the “Amendment Expiration
Date”), the Company and the Holder hereby agree to: amend the Original Warrants to reduce the exercise price and as provided
herein for every warrant that the Holder exercises the Company will reduce the exercise price for an equal number of unexercised
Original Warrants as provided herein; and


 


WHEREAS, in compliance with Section 5(l)
of the Original Warrants, this Agreement shall be effective upon the due execution and delivery of this Agreement by the Company
and the Holder.


 


NOW, THEREFORE, IN CONSIDERATION of the
mutual covenants contained in this Agreement, and for good and valuable consideration the receipt and adequacy of which are hereby
acknowledged, the Holder and the Company agree as follows:


 


ARTICLE I


DEFINITIONS


 


Section 1.1 Definitions. Capitalized
terms not defined in this Agreement shall have the meanings ascribed to such terms in the Original Warrants.


 


ARTICLE II


AMENDMENT OF ORIGINAL WARRANTS


 


Section 2.1 Amendment of Original Warrants.


 


(a) On the date hereof, the defined term
“Exercise Price” set forth in Section 2(b) of the Original Warrants shall be amended to equal $ 0.80 (the “Amended
Exercise Price”) (the “Original Warrant Amendment” and together with the Original Warrant, after giving
effect to the Original Warrant Amendment, the “Amended Warrant”).


 


(b) Except as expressly set forth in this
Agreement, all terms of the Original Warrants are, and shall continue to be, in full force and effect and are hereby ratified and
confirmed in all respects, and the Holder reserves all of its rights, remedies, powers, and privileges. There will be no new warrants
to purchase Common Stock issued for any Original Warrants exercised hereunder.


 


(c) As soon as practicable, and in any
event no later than November 4, 2019, the Company hereby covenants and agrees to file a registration statement on Form S-3 to register
all shares of Common Stock received by the Holder as a result of any exercise of an Amended Warrant or a Permanent Amended Warrant
(as defined below) as well as all shares of Common Stock underlying the remaining Original Warrants. Until such registration statement
is declared effective, neither the Amended Warrant Shares or Permanent Amended Warrant Shares, as defined below, nor any other
shares of Common Stock underlying the Warrants, will be freely tradeable if exercised for cash.


 


Section 2.2 Waiver of Section 2(c) of
Original Warrants. The Holder expressly understands, acknowledges, agrees, and waives Section 2(c) of the Original Warrant
providing for cashless exercise. This waiver shall expire on October 30, 2019.


 






     


     


    

 


ARTICLE III


AMENDED WARRANTS


 


Section 3.1 Permanent
Amendment of Warrants. For each Original Warrant exercised as an Amended Warrant pursuant to this Agreement prior to October
[__], 2019, the Company covenants that, for an equal number of Original Warrants exercised pursuant to this Agreement, the Company
will reduce the Exercise Price for an equal number of Original Warrants at the lesser of the 15 day VWAP ending on October 2,
2019, or a 5% discount (the “Permanent Amended Exercise Price”) to closing price for the Company’s Common
Stock on October 2, 2019. Such amended warrants
(the “Permanent Amended Warrants”) will contain the Permanent Amended Exercise Price for the duration of the
Permanent Amended Warrant until and including its Termination Date, as defined in the Original Warrant. The Holder understands,
acknowledges, and agrees that it shall not be entitled to exercise a Permanent Amended Warrant for the Permanent Amended Exercise
Price in the event it fails to exercise any of its Original Warrants prior to October [__], 2019. By way of example, if a Holder
has an Original Warrant to purchase 100 shares of Common Stock and exercises such warrant for 25 shares of Common Stock pursuant
to this Agreement, the Holder will, post exercise, own an Original Warrants to purchase 50 shares of Common Stock, an Amended
Warrant to purchase 25 shares of Common Stock at the Permanent Amended Exercise Price, and 25 shares of Common Stock.


 


Section 3.2 Legends; Restricted Securities.


 


(a) The Holder understands that the shares
of Common Stock underlying the Amended Warrants (the “Amended Warrant Shares”), Permanent Amended Warrants (the
“Permanent Amended Warrant Shares”) are not, and may never be, registered under the Securities Act of 1933,
as amended (the “Securities Act”), or the securities laws of any state and, accordingly, each certificate, if
any, representing such securities shall bear a legend substantially similar to the following:







 


“THIS SECURITY HAS NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL
INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED
BY SUCH SECURITIES.”


 


(b) Certificates evidencing the Amended
Warrant Shares shall not contain any legend (including the legend set forth in this Section 3.2(a)), (i) for shares resold via
prospectus while a registration statement covering the resale of such Amended Warrant Shares is effective under the Securities
Act, (ii) following any sale of such Amended Warrant Shares pursuant to Rule 144, promulgated under the Securities Act (“Rule
144”) (iii) if such Amended Warrant Shares are eligible for sale under Rule 144, without the requirement for the Company
to be in compliance with the current public information required under Rule 144 as to such Amended Warrant Shares and without volume
or manner-of-sale restrictions if such shares Amended Warrant Shares are exercised on a cashless basis (except as provided in this
Agreement pursuant to the waiver in Section 2.2 hereof), or (iv) if such legend is not required under applicable requirements of
the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Securities and Exchange Commission
(the “Commission”)). The Company shall cause its counsel to issue a legal opinion to the transfer agent promptly
after the Delegend Date (as defined below) if required by the Company and/or the transfer agent, or requested by the Holder, to
effect the removal of the legend hereunder. If such Amended Warrant Shares may be sold under Rule 144 without the requirement for
the Company to be in compliance with the current public information required under Rule 144 or if such legend is not otherwise
required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the
staff of the Commission) then such Amended Warrant Shares shall be issued free of all legends. The Company agrees that following
the Delegend Date or at such time as such legend is no longer required under this Section 3.2(b), it will, no later than two (2)
trading days (which shall be defined as any day the Nasdaq Stock Market is open for business) (“Trading Days”) following
the delivery by the Holder to the Company or the Company’s transfer agent of a certificate representing the Amended Warrant
Shares issued with a restrictive legend (such second Trading Day, the “Legend Removal Date”), deliver or cause
to be delivered to the Holder a certificate representing such shares that is free from all restrictive and other legends or, at
the request of the Holder shall credit the account of the Holder’s prime broker with the Depository Trust Company System
as directed by the Holder. The Company may not make any notation on its records or give instructions to the transfer agent that
enlarge the restrictions on transfer set forth in this Section 3.2(b). As used herein, “Delegend Date” means
the earliest of the date that (a) a registration statement with respect to the Amended Warrant Shares has been declared effective
by the Commission or (b) all of the Amended Warrant Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule
144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and
without volume or manner-of-sale restrictions or (c) following the six (6) month anniversary of the date of the related cash exercise
of the Amended Warrants, provided, in each case that the applicable holder of the Amended Warrants or the Amended Warrant
Shares, as the case may be, is not an Affiliate of the Company, the Company is in compliance with the current public information
required under Rule 144 (“Current Public Information Requirement”) and all such Amended Warrant Shares may be
sold pursuant to Rule 144 or an exemption from registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale
restrictions; provided, further, that if the Company fails to comply with the Current Public Information Requirement
at any time following the date of this Agreement, the Company shall promptly provide notice to the Holder and the Holder undertakes
not to sell such Amended Warrant Shares pursuant to Rule 144 until the Company notifies the Holder that it has regained compliance
with the Current Public Information Requirement; and provided, further, that if a delegending is in effect solely
as the result of the effectiveness of a registration statement covering the resale of any Amended Warrant Shares, the Holder undertakes
not to sell any such Amended Warrant Shares if the Holder is notified or otherwise becomes aware that such registration statement
has been withdrawn or suspended, contains a material misstatement or omission or has become stale. The Holder agrees with the Company
that the Holder will sell or transfer any Amended Warrants or Amended Warrant Shares pursuant to either the registration requirements
of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if such securities
are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein,
and acknowledges that the removal of the restrictive legend from certificates representing any such securities as set forth in
this Section 3.2 or otherwise is predicated upon the Company’s reliance upon this understanding.


 






     


     


    

 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES


 


Section 4.1 Representations and Warranties
of the Company. The Company hereby makes the representations and warranties set forth below to the Holder that as of the date
of its execution of this Agreement:


 


(a) Authorization; Enforcement.
The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this
Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by
the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action
on the part of such Company and no further action is required by such Company, its board of directors or its stockholders in connection
therewith. This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof will constitute
the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited
by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by
applicable law.


 


(b) Organization. The Company is
a duly organized and validly existing corporation in good standing under the laws of the State of Delaware.


 


(c) No Conflicts. The execution,
delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated
hereby do not and will not: (i) conflict with or violate any provision of the Company’s certificate of incorporation, bylaws
or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse
of time or both would become a default) under, result in the creation of any lien upon any of the properties or assets of the Company,
or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or
both) of, any material agreement, credit facility, debt or other material instrument (evidencing Company debt or otherwise) or
other material understanding to which the Company is a party or by which any property or asset of the Company is bound or affected,
or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction
of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations),
or by which any property or asset of the Company is bound or affected.


 


(d) Disclosure. Except with respect
to the material terms and conditions of the transactions contemplated by this Agreement, the Company confirms that neither it nor
any other Person acting on its behalf has provided any of Holder or their agents or counsel with any information that it believes
constitutes or might constitute material, non-public information. The Company understands and confirms that the Holder will rely
on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on
behalf of the Company to the Holder regarding the Company and its subsidiaries, their respective businesses and the transactions
contemplated hereby, including but not limited to the disclosure set forth in the SEC Reports (as defined below), is true and correct
and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were made, not misleading. As used herein, “SEC Reports”
means all reports, schedules, forms, statements and other documents required to be filed by the Company with the Commission pursuant
to the reporting requirements of the Securities Exchange Act of 1934, as amended, including all exhibits included therein and financial
statements, notes and schedules thereto and documents incorporated by reference therein.


 


(e) Amendment of Warrants. The amendment
of the Original Warrants is duly authorized and, upon amendment in accordance with the terms of this Agreement, the Amended Warrants
and Permanent Amended Warrants shall be validly issued and free from all preemptive or similar rights (except for those which have
been validly waived prior to the date hereof), taxes, liens and charges and other encumbrances with respect to the issue thereof.
As of the date hereof, a number of shares of Common Stock shall have been duly authorized and reserved for issuance which equals
or exceeds the maximum number of Amended Warrant Shares and Permanent Amended Warrant Shares (without taking into account any limitations
on the exercise of the Amended Warrants or Permanent Amended Warrants set forth therein). Upon exercise of the Amended Warrants
in accordance with the Amended Warrants (or the exercise of the Permanent Amended Warrants), the Amended Warrant Shares (or Permanent
Amended Warrant Shares) when issued will be validly issued, fully paid and nonassessable and free from all preemptive or similar
rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all
rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations and warranties set forth in Section
4.2 of this Agreement, any exercise of the Amended Warrants or Permanent Amended Warrants by the Holder is exempt from registration
under the Securities Act.


 






     


     


    

 


(f) No General Solicitation. Neither
the Company, nor any of its subsidiaries or affiliates, nor any Person acting on its or their behalf, has engaged in any form of
general solicitation or general advertising (within the meaning of Regulation D promulgated under the Securities Act) in connection
with this Agreement.


 


(g) NASDAQ. The Company will file
all documents and obtain all necessary approvals in connection with this Agreement.


 


Section 4.2 Representations and Warranties
of the Holder. The Holder hereby makes the representations and warranties set forth below to the Company that as of the date
of its execution of this Agreement.


 


(a) Due Authorization. The Holder
represents and warrants that (i) the execution and delivery of this Agreement by it and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary action on its behalf and (ii) this Agreement has been duly executed
and delivered by the Holder and constitutes the valid and binding obligation of the Holder, enforceable against it in accordance
with its terms.


 


(b) No Conflicts. The Holder represents
and warrants that the execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of
the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Holder’s organizational
or charter documents, or (ii) conflict with or result in a violation of any agreement, law, rule, regulation, order, judgment,
injunction, decree or other restriction of any court or governmental authority which would interfere with the ability of the Holder
to perform its obligations under this Agreement.


 


(c) Access to Information. The Holder
acknowledges that it has had the opportunity to review this Agreement and the SEC Reports and has been afforded (i) the opportunity
to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the
terms and conditions of the exercise of the Original Warrants and the merits and risks of investing in the Amended Warrant Shares
or Permanent Amended Warrant Shares; (ii) access to information about the Company and its financial condition, results of operations,
business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to
obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary
to make an informed investment decision with respect to the investment. Neither such inquiries nor any other due diligence investigations
conducted by the Holder or its advisors, if any, or its representatives shall modify, amend or affect the Holder’s right
to rely on the Company’s representations and warranties contained herein. The Holder acknowledges and agrees that no one
has provided the Holder with any information or advice with respect to the Original Warrants, the Amended Warrants, or the Permanent
Amended Warrants, nor is such information or advice necessary or desired nor any affiliate of the Company made or makes any representation
as to the Company or the quality of the securities issued and issuable hereunder and pursuant to the Original Warrants, the Amended
Warrants, or the Permanent Amended Warrants.







 


(d) Holder Status. The Holder represents
and warrants that is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and confirms
that it has a substantive and preexisting relationship with the Company.


 


(e) Knowledge. The Holder, either
alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters
so as to be capable of evaluating the merits and risks of the prospective investment in the Amended Warrant Shares or Permanent
Amended Warrant Shares, and has so evaluated the merits and risks of such investment. The Holder is able to bear the economic risk
of an investment in the Amended Warrant Shares or Permanent Amended Warrant Shares and, at the present time, is able to afford
a complete loss of such investment.


 






     


     


    

 


ARTICLE V


MISCELLANEOUS


 


Section 5.1 Filing of Form 8-K.
Prior to 5:30 P.M. New York time on October [__], 2019, the Company shall file a Current Report on Form 8-K disclosing the material
terms of the transactions contemplated hereby (the “8-K Filing”). From and after the issuance of the 8-K Filing,
the Company represents to the Holder that it shall not be in possession of any material, nonpublic information received from the
Company, any of its subsidiaries or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed
in the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all
confidentiality or similar obligations to the Company, any of its subsidiaries or any of their respective officers, directors,
affiliates, employees or agents under any agreement, whether written or oral, between the Company, any of its subsidiaries or any
of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of its affiliates,
on the other hand, shall terminate and be of no further force or effect. The Company shall not, and shall cause each of its subsidiaries
and its and each of their respective officers, directors, affiliates employees and agents, not to, provide the Holder with any
material, nonpublic information regarding the Company or any of its subsidiaries from and after the date hereof without the express
prior written consent of the Holder. To the extent that the Company, any of its subsidiaries or any of their respective officers,
directors, affiliates, employees or agents, delivers any material, non-public information to the Holder without the Holder’s
prior written consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the
Company, any of its subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to,
or a duty to the to the Company, any of its subsidiaries or any of their respective officers, directors, affiliates, employees
or agent not to trade on the basis of, such material, non-public information. The Company understands and confirms that the Holder
will rely on the foregoing representations in effecting transactions in securities of the Company.


 


Section 5.2 Notices. Any and all
notices or other communications or deliveries required or permitted to be provided hereunder shall be made by email to the email
address of the Holder set forth on Holders’ signature page.


 


Section 5.3 Survival. All warranties
and representations (as of the date such warranties and representations were made) made herein or in any certificate or other instrument
delivered by it or on its behalf under this Agreement shall be considered to have been relied upon by the parties hereto and shall
survive the issuance of any new securities pursuant to this Agreement. This Agreement shall inure to the benefit of and be binding
upon the successors and permitted assigns of each of the parties hereto; provided however that no party may assign this Agreement
or the obligations and rights of such party hereunder without the prior written consent of the other party hereto.


 


Section 5.4 Execution. This Agreement
may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that any signature is delivered by electronic mail or similar transmission,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile signature page were an original thereof. 


 


Section 5.5 Several, Not Joint Obligations.
The obligations of each Holder hereunder are several and not joint with the obligations of any other Holders hereunder, and no
Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained
herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto, shall
be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a
presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated
by this Agreement. Each Holder shall be entitled to protect and enforce its rights, including, but not limited to, the rights arising
out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding
for such purpose.


 


Section 5.6 Severability. If any
provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties hereto will attempt
to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate
such substitute provision in this Agreement.







 


Section 5.7 Governing Law. All questions
concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined pursuant to the governing
law provision in Section 5(e) of the Original Warrants.


 


Section 5.8 Entire Agreement. The
Agreement, together with the exhibits and schedules hereto, contain the entire understanding of the parties hereto with respect
to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters,
which the parties hereto acknowledge have been merged into such documents, exhibits and schedules.


 


Section 5.9 Construction. The headings
herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the
provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express
their mutual intent, and no rules of strict construction will be applied against any party hereto.  


 


[Balance of the Page Intentionally
Left Blank; Signatures Follow on Subsequent Pages]


 




     


     


    

  


IN WITNESS WHEREOF, the undersigned
has executed this Agreement as of the date first written above.


 


	COMPANY:	 
	 	 	 
	By:	 	 
	Name: 	Brett A. Moyer	 
	Title:	President and CEO	 


 




     


     


    

 


[HOLDER SIGNATURE PAGES TO SUMMIT WIRELESS
TECHNOLOGIES, INC. WARRANT AMENDMENT AND EXERCISE AGREEMENT]





 


IN WITNESS WHEREOF, the undersigned has
caused this Agreement to be duly executed by its authorized signatory as of the date first indicated above.


 


	Name of Holder: 	 


 


	Signature of Authorized Signatory of Holder: 	 


 


	Name of Authorized Signatory: 	 


 


	Title of Authorized Signatory: 	 


 


	Email Address of Holder: 	 


 


	Number of Original Warrants held: 	 
	 	 
	Number of Amended Warrants exercised:	 


 


	Address for Delivery of Amended Warrants for Holder: 	 


 





	Delivery of Shares: 	 
	 	 
	 Brokerage Firm:  	 
	 	 
	 DTC #:  	 
	 	 
	 Account Number:  	 
	 	 
	Account Name:  	 







 


Return to: George Oliva, CFO at [_____]@summitwireless.com




 


Schedule A


 


Warrant Holder and Original Warrants
Held


 


See prior version for warrant details


 




     


     


    

 


Exhibit A


 


Company Wire Instructions