snwv_ex44





 







Exhibit 4.4


 



Warrant for the Purchase of 8,275,235



Shares of Common Stock



Par Value $0.001



CLASS E WARRANT AGREEMENT



(this “Agreement”)


THE
HOLDER OF THIS WARRANT, BY ACCEPTANCE HEREOF, BOTH WITH RESPECT TO
THE WARRANT AND COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANT,
AGREES AND ACKNOWLEDGES THAT THE SECURITIES REPRESENTED BY THIS
AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE
SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND THE LAWS OF ANY APPLICABLE
STATE, OR (B) THE SALE OR TRANSFER BEING EXEMPT FROM REGISTRATION
UNDER THE SECURITIES ACT AND SUCH STATE STATUTES, OR (II) UNLESS
SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.

 


This is
to certify that, for value received, HealthTronics, Inc. and its successors
and assigns (each, a
“Holder”) is
entitled, upon the terms and subject to the limitation on exercise
and conditions hereinafter set forth, at any time on or prior to
the close of business on August 6, 2023 (the “Termination Date”) but not
thereafter, to purchase from SANUWAVE HEALTH, INC. (the
“Company”), all
or any part of 8,275,235
shares (which number may be adjusted as provided herein)
(“Warrant
Shares”) of the Company’s common stock, par
value $0.001 (the “Common
Stock”), at an initial purchase price of $0.25 per
share (which amount may be adjusted as provided herein)
(“Warrant
Price”). Upon exercise of this warrant in whole or in
part, a certificate for the Warrant Shares so purchased shall be
issued and delivered to the Holder. If, at any time prior to the
Termination Date, less than the total warrant is exercised, a new
warrant of similar tenor shall be issued for the unexercised
portion of the warrant represented by this Agreement. This Warrant
is issued pursuant to that certain Securities Purchase Agreement
dated as of August 6, 2020 between the Company and the Holder (the
“Subscription
Agreement”). Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Subscription
Agreement.

 




Section 1.   



Exercise.





 


(a)           Exercise
of Warrant. Exercise of the purchase rights represented by
this Warrant may be made, in whole or in part, at any time or times
on or before the Termination Date by delivery to the Company (or
such other office or agency of the Company as it may designate by
notice in writing to the registered Holder at the address of the
Holder appearing on the books of the Company) of a duly executed
facsimile copy of the Notice of Exercise annexed hereto. Within two
(2) Trading Days following the date of exercise as aforesaid, the
Holder shall deliver the aggregate Exercise Price for the shares
specified in the applicable Notice of Exercise by wire transfer or
cashier’s check drawn on a United States bank.
Notwithstanding anything herein to the contrary, the Holder shall
not be required to physically surrender this Warrant to the Company
until the Holder has purchased all of the Warrant Shares available
hereunder and the Warrant has been exercised in full, in which
case, the Holder shall surrender this Warrant to the Company for
cancellation within two (2) Trading Days of the date the final
Notice of Exercise is delivered to the Company. Partial exercises
of this Warrant resulting in purchases of a portion of the total
number of Warrant Shares available hereunder shall have the effect
of lowering the outstanding number of Warrant Shares purchasable
hereunder in an amount equal to the applicable number of Warrant
Shares purchased. The Holder and the Company shall maintain records
showing the number of Warrant Shares purchased and the date of such
purchases. The Company shall deliver any objection to any Notice of
Exercise within one (1) Trading Day of receipt of such notice.
The Holder and any assignee, by
acceptance of this Warrant, acknowledge and agree that, by reason
of the provisions of this paragraph, following the purchase of a
portion of the Warrant Shares hereunder, the number of Warrant
Shares available for purchase hereunder at any given time may be
less than the amount stated on the face hereof.

 


 




 








 






 


 

 


(b)           Exercise
Price. The exercise price per share of the Common Stock
under this Warrant shall be $0.25, subject to adjustment hereunder
(the “Exercise
Price”).

 


(c)           Cashless
Exercise. If at any time there is no effective Registration
Statement registering, or no current prospectus available for, the
resale of the Warrant Shares by the Holder, then this Warrant may
also be exercised, in whole or in part, at such time by means of a
“cashless exercise” in which the Holder shall be
entitled to receive a number of Warrant Shares equal to the
quotient obtained by dividing [(A-B) (X)] by (A),
where:

 



(A)
= 

the VWAP on the
Trading Day immediately preceding the date on which Holder elects
to exercise this Warrant by means of a “cashless
exercise,” as set forth in the applicable Notice of
Exercise;





 



(B)
= 

the Exercise Price
of this Warrant, as adjusted hereunder; and





 



(X)
= 

the number of
Warrant Shares that would be issuable upon exercise of this Warrant
in accordance with the terms of this Warrant if such exercise were
by means of a cash exercise rather than a cashless
exercise.





 


Notwithstanding
anything herein to the contrary, on the Termination Date, this
Warrant shall be automatically exercised via cashless exercise
pursuant to this Section 1(c).

 


“VWAP” means, for any
date, the price determined by the first of the following clauses
that applies: (i) if the Common Stock is then listed or quoted on
an Exchange, the daily volume weighted average price of the Common
Stock for such date (or, if such date is not a Trading Day, the
nearest preceding Trading Day) on the primary Exchange on which the
Common Stock is then listed or quoted as reported by Bloomberg L.P.
(based on a Trading Day from 9:30 a.m. Eastern Time to 4:00 p.m.
Eastern Time); (ii) if the Common Stock is not then listed or
quoted on an Exchange and if prices for the Common Stock are then
reported in the “Pink” market published by OTC Markets
Group (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 (iii) in all other cases, the
fair market value of a share of Common Stock as determined by a
nationally recognized-independent appraiser selected in good faith
by Holder and reasonably acceptable to the Company and whose fees
and expenses shall be borne by the Company (such value as
determined pursuant to this clause (iii), the “Fair Market
Value”).

 


 




 








 






 


The
“Exchange” means the New
York Stock Exchange, the NYSE American, the NASDAQ Global Select
Market, the NASDAQ Global Market, the NASDAQ Capital Market or OTC
Bulletin Board) or other national securities or over-the-counter
exchange on which the Common Stock is then listed.

 


(d)           Mechanics
of Exercise.

 


(i)           Delivery
of Certificates Upon Exercise. Certificates for shares
purchased hereunder shall be transmitted by the Transfer Agent to
the Holder by crediting the account of the Holder’s prime
broker with The Depository Trust Company through its Deposit or
Withdrawal at Custodian system (“DWAC”) if the Company is
then a participant in such system and there is an effective
registration statement permitting the issuance of the Warrant
Shares to or resale of the Warrant Shares by the Holder, and
otherwise by physical delivery to the address specified by the
Holder in the Notice of Exercise by the date that is one (1)
Trading Day after the delivery to the Company of the Notice of
Exercise and payment of the aggregate Exercise Price as set forth
above (such date, the “Warrant Share Delivery
Date”). The Warrant Shares shall be deemed to have
been issued, and the Holder or any other person so designated to be
named therein shall be deemed to have become a holder of record of
such shares for all purposes, as of the date the Warrant has been
exercised, with payment to the Company of the Exercise Price and
all taxes required to be paid by the Holder, if any, pursuant to
Section 1(d)(vi) prior to the issuance of such shares, having been
paid.

 


(ii)           Delivery
of New Warrants Upon Exercise. If this Warrant shall have
been exercised in part, the Company shall, at the request of a
Holder and upon surrender of this Warrant, at the time of delivery
of the certificate or certificates representing Warrant Shares,
deliver to the Holder a new Warrant evidencing the rights of the
Holder to purchase the unpurchased Warrant Shares called for by
this Warrant, which new Warrant shall in all other respects be
identical with this Warrant.

 


(iii)           Rescission
Rights. If the Company fails to cause the Transfer Agent to
transmit to the Holder a certificate or the certificates
representing the Warrant Shares pursuant to Section 1(d)(i) by the
Warrant Share Delivery Date, then the Holder will have the right to
rescind such exercise.

 


 




 








 






 


(iv)           Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon
Exercise. In addition to any other rights available to the
Holder, if the Company fails to cause the Transfer Agent to
transmit to the Holder the Warrant Shares pursuant to an exercise
on or before the Warrant Share Delivery Date, and if after such
date the Holder is required by its broker to purchase (in an open
market transaction or otherwise) or the Holder’s brokerage
firm otherwise purchases, shares of Common Stock to deliver in
satisfaction of a sale by the Holder of the Warrant Shares which
the Holder anticipated receiving upon such exercise (a
“Buy-In”), then the
Company shall (A) pay in cash to the Holder the amount, if any, by
which (x) the Holder’s total purchase price (including
brokerage commissions, if any) for the shares of Common Stock so
purchased exceeds (y) the amount obtained by multiplying (1) the
number of Warrant Shares that the Company was required to deliver
to the Holder in connection with the exercise at issue times (2)
the price at which the sell order giving rise to such purchase
obligation was executed, and (B) at the option of the Holder,
either reinstate the portion of the Warrant and equivalent number
of Warrant Shares for which such exercise was not honored (in which
case such exercise shall be deemed rescinded) or deliver to the
Holder the number of shares of Common Stock that would have been
issued had the Company timely complied with its exercise and
delivery obligations hereunder. For example, if the Holder
purchases Common Stock having a total purchase price of $11,000 to
cover a Buy-In with respect to an attempted exercise of shares of
Common Stock with an aggregate sale price giving rise to such
purchase obligation of $10,000, under clause (A) of the immediately
preceding sentence the Company shall be required to pay the Holder
$1,000. The Holder shall provide the Company written notice
indicating the amounts payable to the Holder in respect of the
Buy-In and, upon request of the Company, evidence of the amount of
such loss. Nothing herein shall limit a Holder’s right to
pursue any other remedies available to it hereunder, at law or in
equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the
Company’s failure to timely deliver shares of Common Stock
upon exercise of the Warrant as required pursuant to the terms
hereof.

 


(v)           No
Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of
this Warrant. As to any fraction of a share which the Holder would
otherwise be entitled to purchase upon such exercise, the Company
shall, at its election, either pay a cash adjustment in respect of
such final fraction in an amount equal to such fraction multiplied
by the Exercise Price or round up to the next whole
share.

 


(vi)           Charges,
Taxes and Expenses. Issuance of certificates for Warrant
Shares shall be made without charge to the Holder for any issue or
transfer tax or other incidental expense in respect of the issuance
of such certificate, all of which taxes and expenses shall be paid
by the Company, and such certificates shall be issued in the name
of the Holder or in such name or names as may be directed by the
Holder; provided,
however, that in
the event certificates for Warrant Shares are to be issued in a
name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment
Form attached hereto duly executed by the Holder and the Company
may require, as a condition thereto, the payment of a sum
sufficient to reimburse it for any transfer tax incidental
thereto.

 


(vii)           Closing
of Books. The Company will not close its stockholder books
or records in any manner which prevents the timely exercise of this
Warrant, pursuant to the terms hereof.

 


 




 








 






 


 

 


(e) Holder’s Exercise
Limitations. The Company shall not effect any exercise of
this Warrant, and a Holder shall not have the right to exercise any
portion of this Warrant, pursuant to Section 1 or otherwise, to the
extent that after giving effect to such issuance after exercise as
set forth on the applicable Notice of Exercise, the Holder
(together with the Holder’s Affiliates, and any other Persons
acting as a group together with the Holder or any of the
Holder’s Affiliates), would beneficially own in excess of the
Beneficial Ownership Limitation (as defined below).  For
purposes of the foregoing sentence, the number of shares of Common
Stock beneficially owned by the Holder and its Affiliates shall
include the number of shares of Common Stock issuable upon exercise
of this Warrant with respect to which such determination is being
made, but shall exclude the number of shares of Common Stock which
would be issuable upon (i) exercise of the remaining, nonexercised
portion of this Warrant beneficially owned by the Holder or any of
its Affiliates and (ii) exercise or conversion of the unexercised
or nonconverted portion of any other securities of the Company
(including, without limitation, any other securities convertible
into Common Stock) subject to a limitation on conversion or
exercise analogous to the limitation contained herein beneficially
owned by the Holder or any of its Affiliates.  Except as set
forth in the preceding sentence, for purposes of this Section 1(e),
beneficial ownership shall be calculated in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange
Act”) and the rules and regulations promulgated
thereunder, it being acknowledged by the Holder that the Company is
not representing to the Holder that such calculation is in
compliance with Section 13(d) of the Exchange Act and the Holder is
solely responsible for any schedules required to be filed in
accordance therewith. To the extent that the limitation contained
in this Section 1(e) applies, the determination of whether this
Warrant is exercisable (in relation to other securities owned by
the Holder together with any Affiliates) and of which portion of
this Warrant is exercisable shall be in the sole discretion of the
Holder, and the submission of a Notice of Exercise shall be deemed
to be the Holder’s determination of whether this Warrant is
exercisable (in relation to other securities owned by the Holder
together with any Affiliates) and of which portion of this Warrant
is exercisable, in each case subject to the Beneficial Ownership
Limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination. In addition, a
determination as to any group status as contemplated above shall be
determined in accordance with Section 13(d) of the Exchange Act and
the rules and regulations promulgated thereunder. For purposes of
this Section 1(e), in determining the number of outstanding shares
of Common Stock, a Holder may rely on the number of outstanding
shares of Common Stock as reflected in (A) the Company’s most
recent periodic or annual report filed with the Commission, as the
case may be, (B) a more recent public announcement by the Company
or (C) a more recent written notice by the Company or the Transfer
Agent setting forth the number of shares of Common Stock
outstanding.  Upon the written or oral request of a Holder,
the Company shall within two (2) Trading Days confirm orally and in
writing to the Holder the number of shares of Common Stock
outstanding pursuant to prior sentence.  In any case, the
number of outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of securities of
the Company, including this Warrant, by the Holder or its
Affiliates since the date as of which such number of outstanding
shares of Common Stock was reported. The “Beneficial Ownership
Limitation” shall be 4.99% of the number of shares of
the Common Stock outstanding immediately after giving effect to the
issuance of shares of Common Stock issuable upon exercise of all or
any portion of this Warrant. The Holder, upon not less than 61
days’ prior notice to the Company, may increase or decrease
the Beneficial Ownership Limitation provisions of this Section
1(e), provided that the Beneficial Ownership Limitation in no event
exceeds 9.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of
shares of Common Stock upon exercise of this Warrant held by the
Holder and the provisions of this Section 1(e) shall continue to
apply. Any such increase or decrease will not be effective until
the 61st day after such notice is delivered to the Company. The
provisions of this paragraph shall be construed and implemented in
a manner otherwise than in strict conformity with the terms of this
Section 1(e) to correct this paragraph (or any portion hereof)
which may be defective or inconsistent with the intended Beneficial
Ownership Limitation herein contained or to make changes or
supplements necessary or desirable to properly give effect to such
limitation. The limitations contained in this paragraph shall apply
to a successor holder of this Warrant.


 




 








 






 


 


 




Section
2.      



Certain Adjustments.





 


(a)           Stock
Dividends and Splits. If the Company, at any time while this
Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock
or any other equity or equity equivalent securities payable in
shares of Common Stock (which, for avoidance of doubt, shall not
include any shares of Common Stock issued by the Company upon
exercise of this Warrant), (ii) subdivides outstanding shares of
Common Stock into a larger number of shares, (iii) combines
(including by way of reverse stock split) outstanding shares of
Common Stock into a smaller number of shares, or (iv) issues by
reclassification of shares of the Common Stock any shares of
capital stock of the Company, then in each case the Exercise Price
shall be multiplied by a fraction of which the numerator shall be
the number of shares of Common Stock (excluding treasury shares, if
any) outstanding immediately before such event and of which the
denominator shall be the number of shares of Common Stock
outstanding immediately after such event, and the number of shares
issuable upon exercise of this Warrant shall be proportionately
adjusted such that the aggregate Exercise Price of this Warrant
shall remain unchanged. Any adjustment made pursuant to this
Section 2(a) shall become effective immediately after the record
date for the determination of stockholders entitled to receive such
dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination
or re-classification.

 


(b)           Combination:
Liquidation. While this Warrant is outstanding,

 


(i)           In
the event of a Combination (as defined below), each Holder shall
have the right to receive upon exercise of the Warrant the kind and
amount of shares of capital stock or other securities or property
which such Holder would have been entitled to receive upon or as a
result of such Combination had such Warrant been exercised
immediately prior to such event (subject to further adjustment in
accordance with the terms hereof). Unless paragraph (ii) is
applicable to a Combination, the Company shall provide that the
surviving or acquiring Person (the “Successor Company”) in
such Combination will assume by written instrument the obligations
under this Section 2 and the obligations to deliver to the
Holder such shares of stock, securities or assets as, in accordance
with the foregoing provisions, the Holder may be entitled to
acquire. “Combination” means an
event in which the Company consolidates with, mergers with or into,
or sells all or substantially all of its assets to another Person,
where “Person” means any
individual, corporation, partnership, joint venture, limited
liability company, association, joint-stock company, trust,
unincorporated organization, government or any agency or political
subdivision thereof or any other entity;

 


 




 








 






 


(ii)           In
the event of (x) a Combination where consideration to the holders
of Common Stock in exchange for their shares is payable solely in
cash or (y) the dissolution, liquidation or winding-up of the
Company, the Holders shall be entitled to receive, upon surrender
of their Warrant, distributions on an equal basis with the holders
of Common Stock or other securities issuable upon exercise of the
Warrant, as if the Warrant had been exercised immediately prior to
such event, less the Exercise Price. In case of any Combination
described in this Section 2, the surviving or acquiring Person
and, in the event of any dissolution, liquidation or winding-up of
the Company, the Company, shall deposit promptly with an agent or
trustee for the benefit of the Holders of the funds, if any,
necessary to pay to the Holders the amounts to which they are
entitled as described above. After such funds and the surrendered
Warrant are received, the Company is required to deliver a check in
such amount as is appropriate (or, in the case or consideration
other than cash, such other consideration as is appropriate) to
such Person or Persons as it may be directed in writing by the
Holders surrendering such Warrant.

 


(c)           Potential
Adjustment Post-Nasdaq Listing. If the Company lists its shares of
Common Stock on the Nasdaq Capital Market and for the five (5)
Trading Day period immediately following such listing (the
“Measurement
Period”) the
Exercise Price exceeds the Post-Listing Threshold Price (as defined
below), then the Exercise Price shall be automatically
adjusted to equal the Post-Listing Threshold Price, and the number
of shares issuable upon exercise of this Warrant shall be
proportionately adjusted such that the aggregate Exercise Price of
this Warrant shall remain unchanged. Any adjustment made pursuant
to this Section 2(c) shall become effective immediately on the next
Trading Day following the Measurement Period. For the avoidance of
doubt, there can be no assurance that the Company’s shares of
Common Stock will be listed on the Nasdaq Capital Market or any
other national stock exchange.

 


“Post-Listing Threshold
Price” means (i) the average VWAP of the Common
Stock for the Measurement Period, multiplied by (ii) one hundred
twenty-five percent (125%).

 


(d)           Calculations.
All calculations under this Section 2 shall be made to the nearest
cent or the nearest 1/100th of a share, as the case may be. For
purposes of this Section 2 the number of shares of Common Stock
deemed to be issued and outstanding as of a given date shall be the
sum of the number of shares of Common Stock (excluding treasury
shares, if any) issued and outstanding.

 


(e)           Notice
to Holder.

 


(i)           Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted
pursuant to any provision of this Section 2, the Company shall
promptly mail to the Holder a notice 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.

 


 




 








 






 


(ii)           Notice
to Allow Exercise by Holder. If (A) the Company shall
declare a dividend (or any other distribution in whatever form) on
the Common Stock, (B) the Company shall declare a special
nonrecurring cash dividend on or a redemption of the Common Stock,
(C) the Company shall authorize the granting to all holders of the
Common Stock rights or warrants to subscribe for or purchase any
shares of capital stock of any class or of any rights, (D) the
approval of any stockholders of the Company shall be required in
connection with any reclassification of the Common Stock, any
consolidation or merger to which the Company is a party, any sale
or transfer of all or substantially all of the assets of the
Company, or any compulsory share exchange whereby the Common Stock
is converted into other securities, cash or property, or (E) the
Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, then, in
each case, the Company shall cause to be mailed to the Holder at
its last address as it shall appear upon the Warrant Register of
the Company, at least 20 calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating
(x) the date on which a record is to be taken for the purpose of
such dividend, distribution, redemption, rights or warrants, or if
a record is not to be taken, the date as of which the holders of
the Common Stock of record to be entitled to such dividend,
distributions, redemption, rights or warrants are to be determined
or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become
effective or close, and the date as of which it is expected that
holders of the Common Stock of record shall be entitled to exchange
their shares of the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange; provided that the failure
to mail such notice or any defect therein or in the mailing thereof
shall not affect the validity of the corporate action required to
be specified in such notice. To the extent that any notice provided
hereunder 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 Current 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 the effective date of the event
triggering such notice except as may otherwise be expressly set
forth herein.

 


(f)           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 shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of
cash, stock (not including shares of Common Stock of the Company or
any distribution for which adjustment has already been made
pursuant to Section 2(a)) 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”), at any
time after the issuance of this Warrant, then, in each such case,
the Holder shall be entitled to participate in such Distribution to
the same extent that the Holder would have participated therein if
the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any
limitations or restrictions on exercise hereof, including without
limitation, the Beneficial Ownership Limitation) immediately before
the date on which a record is taken for such Distribution, or, if
no such record is taken, the date as on which the record holders of
shares of Common Stock are to be determined for the participation
in such Distribution (provided, however, that to the extent
that the Holder's right to participate in any such Distribution
would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall only be entitled to participate
in such Distribution to the extent of the Beneficial Ownership
Limitation (and shall not be entitled to beneficial ownership of
such shares of Common Stock as a result of such Distribution (and
beneficial ownership) to the extent of any such excess) and the
portion of such Distribution shall be held in abeyance for the
benefit of the Holder until such time or times, if ever, as its
right thereto would not result in the Holder exceeding the
Beneficial Ownership Limitation, at which time the Holder shall be
granted such Distribution (and any Distributions declared or made
on such initial Distribution or on any subsequent Distribution held
similarly in abeyance) to the same extent as if there had been no
such limitation).

 


 




 








 






 




Section
3.      



Transfer of Warrant.





 


(a)           Transferability.
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.

 


(b)           New
Warrants. This Warrant may be divided or combined with other
Warrants upon presentation hereof at the aforesaid office of the
Company, together with a written notice specifying the names and
denominations in which new Warrants are to be issued, signed by the
Holder or its agent or attorney. Subject to compliance with Section
3(a), as to any transfer which may be involved in such division or
combination, the Company shall execute and deliver a new Warrant or
Warrants in exchange for the Warrant or Warrants to be divided or
combined in accordance with such notice. All Warrants issued on
transfers or exchanges shall be dated the initial issuance date of
this Warrant and shall be identical with this Warrant except as to
the number of Warrant Shares issuable pursuant
thereto.

 


(c)           Warrant
Register. The Company shall register this Warrant, upon
records to be maintained by the Company for that purpose (the
“Warrant
Register”), in the name of the record Holder hereof
from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose
of any exercise hereof or any distribution to the Holder, and for
all other purposes, absent actual notice to the
contrary.

 


(d)           Transfer
Restrictions. If, at the time of the surrender of this
Warrant in connection with any transfer of this Warrant, the
transfer of this Warrant shall not be either (i) registered
pursuant to an effective registration statement under the
Securities Act and under applicable state securities or blue sky
laws or (ii) eligible for resale without volume or manner-of-sale
restrictions or current public information requirements pursuant to
Rule 144, the Company may require, as a condition of allowing such
transfer, that the Holder or transferee of this Warrant, as the
case may be, comply with the provisions of Section 3.2(n) of the
Subscription Agreement.

 


(e)           Representation
by the Holder. The Holder, by the acceptance hereof,
represents and warrants that it is acquiring this Warrant and, upon
any exercise hereof, will acquire the Warrant Shares issuable upon
such exercise, for its own account and not with a view to or for
distributing or reselling such Warrant Shares or any part thereof
in violation of the Securities Act or any applicable state
securities law, except pursuant to sales registered or exempted
under the Securities Act.

 


 




 








 






 




Section 4.    



Miscellaneous.





 


(a)           No
Rights as Stockholder Until Exercise. This Warrant does not
entitle the Holder to any voting rights, dividends or other rights
as a stockholder of the Company prior to the exercise hereof as set
forth in Section 1(d)(i).

 


(b)           Loss,
Theft, Destruction or Mutilation of Warrant. The Company
covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it (which, in the case of the
Warrant, shall not include the posting of any bond), and upon
surrender and cancellation of such Warrant or stock certificate, if
mutilated, the Company will make and deliver a new Warrant or stock
certificate of like tenor and dated as of such cancellation, in
lieu of such Warrant or stock certificate.

 


(c)           Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the expiration of any right required or
granted herein shall not be a Trading Day, then, such action may be
taken or such right may be exercised on the next succeeding Trading
Day.

 


(d)           Authorized
Shares. The Company covenants that, during the period the
Warrant is outstanding and exercisable, it will reserve from its
authorized and unissued Common Stock 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
executing stock certificates to execute and issue the necessary
certificates for the 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
Exchange upon which the Common Stock 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, fully paid and nonassessable and free
from all taxes, liens and charges created by the Company in respect
of the issue thereof (other than taxes in respect of any transfer
occurring contemporaneously with such issue).

 


Except
and to the extent as waived or consented to by the Holder, the
Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any
reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any
of the terms of this Warrant, but will at all times in good faith
assist in the carrying out of all such terms and in the taking of
all such actions as may be necessary or appropriate to protect the
rights of Holder as set forth in this Warrant against impairment.
Without limiting the generality of the foregoing, the Company will
(i) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to
such increase in par value, (ii) take all such action as may
be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable Warrant Shares upon
the exercise of this Warrant and (iii) use commercially reasonable
efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof, as may
be, necessary to enable the Company to perform its obligations
under this Warrant.

 


Before
taking any action which would result in an adjustment in the number
of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or
exemptions thereof, or consents thereto, as may be necessary from
any public regulatory body or bodies having jurisdiction
thereof.

 


 




 








 






 


 

 


(e)           Jurisdiction.
All questions concerning the construction, validity, enforcement
and interpretation of this Warrant shall be determined in
accordance with the provisions of the Subscription
Agreement.

 


(f)           Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the
exercise of this Warrant, if not registered, will have restrictions
upon resale imposed by state and federal securities
laws.

 


(g)           Nonwaiver
and Expenses. No course of dealing or any delay or failure
to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice the Holder’s
rights, powers or remedies. Without limiting any other provision of
this Warrant or the Subscription Agreement, if the Company
willfully and knowingly fails to comply with any provision of this
Warrant, which results in any material damages to the Holder, the
Company shall pay to the Holder such amounts as shall be sufficient
to cover any costs and expenses including, but not limited to,
reasonable attorneys’ fees, including those of appellate
proceedings, incurred by the Holder in collecting any amounts due
pursuant hereto or in otherwise enforcing any of its rights, powers
or remedies hereunder.

 


(h)           Notices.
Any notice, request or other document required or permitted to be
given or delivered to the Holder by the Company shall be delivered
in accordance with the notice provisions of the Subscription
Agreement.

 


(i)           Limitation
of Liability. No provision hereof, in the absence of any
affirmative action by the Holder to exercise this Warrant to
purchase Warrant Shares, and no enumeration herein of the rights or
privileges of the Holder, shall give rise to any liability of the
Holder for the purchase price of any Common Stock or as a
stockholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.

 


(j)           Remedies.
The Holder, in addition to being entitled to exercise all rights
granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Warrant. The Company
agrees that monetary damages would not be adequate compensation for
any loss incurred by reason of a breach by it of the provisions of
this Warrant and hereby agrees to waive and not to assert the
defense in any action for specific performance that a remedy at law
would be adequate.

 


(k)           Successors
and Assigns. Subject to applicable securities laws, this
Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors and permitted
assigns of the Company and the successors and permitted assigns of
Holder. The provisions of this Warrant are intended to be for the
benefit of any Holder from time to time of this Warrant and shall
be enforceable by the Holder or holder of Warrant
Shares.

 


(l)           Amendment.
This Warrant may be modified or amended or the provisions hereof
waived with the written consent of the Company and the Holder.

 


(m)           Severability.
Wherever possible, each provision of this Warrant shall be
interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be
prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provisions or the
remaining provisions of this Warrant.

 


(n)           Headings.
The headings used in this Warrant are for the convenience of
reference only and shall not, for any purpose, be deemed a part of
this Warrant.

 


********************


 


(Signature
Page Follows)


 




 








 






IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereunto duly authorized as of the date first above
indicated.

 


 



SANUWAVE HEALTH, INC.


 


 



By:       



/s/ Lisa E. Sundstrom    
        
   







Name:
Lisa E. Sundstrom


Title:
Chief Financial Officer


 


 




 








 







NOTICE OF EXERCISE



TO:            

SANUWAVE HEALTH,
INC.





 


(1)           The
undersigned hereby elects to purchase ________________ Warrant
Shares of the Company pursuant to the terms of the attached
Warrant, and tenders herewith payment of the exercise price in
full, together with all applicable transfer taxes, if
any.

 


(2)           Please
issue a certificate or certificates representing said Warrant
Shares in the name of the undersigned or in such other name as is
specified below*:

 


_______________________________

 


*If a
name other than the Holder is specified, please complete the Share
Assignment Form.

 


The
Warrant Shares shall be delivered to the following DWAC Account
Number or by physical delivery of a certificate to:

 


_______________________________

 


_______________________________

 


_______________________________

 


 


 


     
                 
                 
                 
                 
         




Signature of Holder / Authorized Signatory


 



                 
                 
                 
                 
             
  



Name of
Holder


 



                 
                 
                 
                 
             
  



Name of
Authorized Signatory


 



                 
                 
                 
                 
             
  



Title
of Authorized Signatory


 



                 
                 
                 
                 
             
  



Date


 


 




 








 







SHARE ASSIGNMENT FORM


[To
assign the shares being issued pursuant to the foregoing warrant,
execute this form and supply required information. Do not use this
form to assign or exercise the warrant.]

 


FOR
VALUE RECEIVED, [all of / _______________________________________]
shares of the foregoing W arrant and all rights evidenced thereby
are hereby assigned to


_______________________________________________
whose address is:


_______________________________________________________________.

 


Dated:
______________, _______

 


In
connection with any transfer of the Warrant, the undersigned
confirms that it has not utilized any general solicitation or
general advertising in connection with the transfer and is making
the transfer pursuant to one of the following:

 



[Check All That Apply]

 


(1)           to
the Company; or


(2)           to
an “accredited investor” (as defined in Rule 501(a)
under the Securities Act of 1933, as amended (the “Securities
Act”)); or


(3)           pursuant
to the exemption from registration provided by Rule 144 under the
Securities Act or pursuant to another exemption available under the
Securities Act; or


(4)           pursuant
to an effective registration statement under the Securities
Act.

 


If
the box is checked below, the undersigned confirms and represents
to the Company that the Warrant is not being transferred to an
“affiliate” of the Company as defined in Rule 144 of
the Securities Act.



☐ 

The
transferee is not an “affiliate” of the Company as
defined in Rule 144 of the Securities Act.










Holder’s



Signature:          
                 
                 
                 
                 
      





Holder’s



Address:            
                 
                 
                 
                 
   
  




 
               

                
                 
                 
                 
             
 





Signature Guaranteed            
                 
                 
                 
                 
   
  


 







NOTE:
The signature to this Share Assignment Form must correspond with
the name as it appears on the face of the Warrant, without
alteration or enlargement or any change whatsoever, and must be
guaranteed by a bank or trust company. Officers of corporations and
those acting in a fiduciary or other representative capacity should
file proper evidence of authority to assign the
foregoing.

 


 




 








 







WARRANT ASSIGNMENT FORM


[To be
completed and signed only upon transfer of Warrant]

 


[FOR
VALUE RECEIVED,] the undersigned hereby [sells], assigns and
transfers unto ________________________________ the right
represented by the within Warrant to purchase ____________ Warrant
Shares to which the within Warrant relates and appoints
________________ attorney to transfer said right on the books of
SANUWAVE Health, Inc. (the “Company”) with full power
of substitution in the premises.

 


In
connection with any transfer of the Warrant, the undersigned
confirms that it has not utilized any general solicitation or
general advertising in connection with the transfer and is making
the transfer pursuant to one of the following:

 


[Check
All That Apply]

 


(1)           to
the Company; or


(2)           to
an “accredited investor” (as defined in Rule 501(a)
under the Securities Act of 1933, as amended (the “Securities
Act”)); or


(3)           pursuant
to the exemption from registration provided by Rule 144 under the
Securities Act or pursuant to another exemption available under the
Securities Act; or


(4)           pursuant
to an effective registration statement under the Securities
Act.

 


If
the box is checked below, the undersigned confirms and represents
to the Company that the Warrant is not being transferred to an
“affiliate” of the Company as defined in Rule 144 of
the Securities Act.



☐ 

The
transferee is not an “affiliate” of the Company as
defined in Rule 144 of the Securities Act.





 


	
 

	
 


	

Dated:                           ,

	
 


	
 

	
 


	
 

	

Address
of Transferee


	
 

	
 


	
 

	
 


	
 

	
 


	

In the
presence of: