Exhibit 10.2






EXHIBIT 10.2




SANUWAVE HEALTH, INC.





This SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) made as of this
 _____ 
day of
                    , 2010 between SANUWAVE Health, Inc., a Nevada corporation (the “Company”), and
                                         (the “Subscriber”).



WHEREAS, the Company desires to issue up to 3,000,000 units (“Units”) in a private
placement to “accredited investors” (the “Offering”) on the terms and conditions set forth
herein, and the Subscriber desires to acquire the number of Units set forth on the signature page
hereof; and



WHEREAS, each Unit shall have a purchase price of $2.00 and shall consist of: (i) one share of
common stock, par value $0.001 per share (the “Common Stock”); (ii) a two-year common stock
purchase warrant (the “Class D Warrant”) to purchase one share of Common Stock, at an
exercise price of $2.00, in the form attached hereto as Exhibit A; and (iii) an option (the
“Option”), which expires on December 31, 2010, to purchase the same number of Units as the
Subscriber purchases pursuant to this Subscription Agreement, at the purchase price of $2.00 per
Unit, in the form attached hereto as Exhibit B, and



WHEREAS, the Subscriber is delivering simultaneously herewith a completed confidential
investor questionnaire (the “Questionnaire”).



NOW, THEREFORE, for and in consideration of the premises and the covenants hereinafter set
forth, the parties hereto do hereby agree as follows:



I. SUBSCRIPTION FOR UNITS; CLOSING




1.1 Subscription for Units. Subject to the terms and conditions hereinafter set forth, the
Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is
set forth upon the signature page hereof, at a purchase price equal to $2.00 per Unit, and the
Company hereby agrees to sell such Units to the Subscriber for said purchase price. The purchase
price is payable by certified or bank check made payable to “SANUWAVE Health, Inc.” or by wire
transfer of funds, contemporaneously with the execution and delivery of this Subscription
Agreement.



1.2 The Closing. Subject to the clearance of all funds representing the Units and the
fulfillment of the conditions set forth in Article IV, the closing (the “Closing”) of the
sale of the Common Stock, Class D Warrants and Options to be issued to the Subscriber shall take
place on such date as the Company shall direct (the “Closing Date”) and at such time as the
Company shall direct, but no later than 5:00 p.m. Eastern time on
 _____, 2010. The Closing
shall occur at the offices of Smith, Gambrell & Russell, LLP, 1230 Peachtree Street, Atlanta,
Georgia 30309, or at such other place as the parties may agree.



1.3 Certificates. The Subscriber hereby authorizes and directs the Company, upon Closing of
the Offering, to deliver the Common Stock, Class D Warrants and Options to be issued to such
Subscriber pursuant to this Subscription Agreement to the Subscriber’s address indicated upon the
signature page hereof.



1.4 Shareholder Rights. The Subscriber hereby acknowledges that the Subscriber shall not be
entitled to any voting rights or other rights as a stockholder of the Company, or to any other
rights whatsoever, except the rights herein expressed, and no dividends shall be payable or accrue
in respect of the Units subscribed for in the Offering, until the Closing.


 


 









 





II. REPRESENTATIONS BY AND COVENANTS OF SUBSCRIBER




2.1 Reliance on Exemptions. The Subscriber acknowledges that the Offering has not been
registered with or reviewed by the United States Securities and Exchange Commission (the
“SEC”) or any state agency because of the Company’s representations that this is intended
to be a non-public offering exempt from the registration requirements of the Securities Act of
1933, as amended (the “Securities Act”), and state securities laws. The Subscriber
understands that the Company is relying in part upon the truth and accuracy of, and the
Subscriber’s compliance with, the representations, warranties, agreements, acknowledgments and
understandings of the Subscriber set forth herein and in the Questionnaire in order to determine
the availability of such exemptions and the eligibility of the Subscriber to acquire the Units.



2.2 Investment Purpose. The Subscriber represents that the Common Stock, Class D Warrants, and
Options comprising the Units are being purchased for its own account, for investment purposes only
and not for distribution or resale to others in contravention of the registration requirements of
the Securities Act. The Subscriber agrees that it will not sell or otherwise transfer the Common
Stock, the Class D Warrants, the Options or the shares of Common Stock underlying the Class D
Warrants and Options (collectively, the “Securities”) unless they are registered under the
Securities Act or unless an exemption from such registration is available.



2.3 Accredited Investor. The Subscriber represents and warrants that it is an “accredited
investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act,
as indicated by its responses to the Questionnaire, and that it is able to bear the economic risk
of any investment in the Units. The Subscriber further represents and warrants that the
information furnished in the Questionnaire is accurate and complete in all material respects.



2.4 Risk of Investment. The Subscriber recognizes that the purchase of Units involves a high
degree of risk in that: (i) an investment in the Company is highly speculative and only investors
who can afford the loss of their entire investment should consider investing in the Company and the
Securities; (ii) transferability of the Securities is extremely limited; and (iii) the Company may
require substantial additional funds to operate its business.



2.5 Information. The Subscriber acknowledges careful review of this Subscription Agreement,
and hereby represents that: (i) the Subscriber has been furnished by the Company during the course
of this transaction with all information regarding the Company which it has requested; and (ii)
that the Subscriber has been afforded the opportunity to ask questions of and receive answers from
duly authorized officers of the Company concerning the Company’s business and prospects and the
terms and conditions of the Offering, and any additional information which it has requested. The
Subscriber further acknowledges that it is aware of and has had the opportunity to access and
review all of the Company’s periodic reports as filed with the SEC and publically available,
including, but not limited to the risk factors detailed in the Company’s Form 10-K for the 2009
fiscal year.



2.6 No Representations. The Subscriber hereby represents that no representations or warranties
have been made to the Subscriber by the Company or any agent, employee or affiliate of the Company,
and in entering into this transaction the Subscriber is not relying on any information other than
the results of independent investigation by the Subscriber.



2.7 Tax Consequences. The Subscriber acknowledges that the Offering may involve tax
consequences. The Subscriber acknowledges that it must retain its own professional advisors to
evaluate the tax and other consequences of an investment in the Units.


 


 









 





2.8 Transfer or Resale. The Subscriber acknowledges that there is a limited public market for
the Company’s securities and the Subscriber understands that Rule 144 (the “Rule”)
promulgated under the Securities Act requires, among other conditions, a minimum holding period
prior to the resale of securities acquired in a non-public offering without having to satisfy the
registration requirements under the Securities Act. The Subscriber acknowledges that while Rule
144 presently is available with respect to the resale of any Securities to be purchased in the
Offering by the Subscriber (subject to applicable holding periods and volume limitations), the
Company makes no representation or warranty regarding its fulfillment in the future of any
reporting requirements under the Securities Exchange Act or 1934, as amended (the “Exchange
Act”), or its dissemination to the public of any current financial or other information
concerning the Company, as is required by the Rule as one of the conditions of its availability.
The Subscriber understands and hereby acknowledges that the Company is under no obligation to
register the Securities comprising the Units under the Securities Act. The Subscriber understands
that the Company may permit the transfer of the Securities out of the Subscriber’s name only when
the Subscriber’s request for transfer is accompanied by an opinion of counsel reasonably
satisfactory to the Company that neither the sale nor the proposed transfer results in a violation
of the Securities Act or any applicable state securities laws.



2.9 Legends. The Subscriber understands that the certificates representing the Securities,
until such time as they have been registered under the Securities Act, shall bear a restrictive
legend in substantially the following form (and a stop-transfer order may be placed against
transfer of such certificates or other instruments):



THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR
(B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.



The legend set forth above shall be removed and the Company shall issue a certificate without such
legend to the holder of the Securities upon which it is stamped, if (a) such Securities are being
sold pursuant to a registration statement under the Securities Act, or (b) such holder delivers to
the Company an opinion of counsel, in a reasonably acceptable form to the Company, that a
disposition of the Securities may be made pursuant to Rule 144 without any restriction.



2.10 No General Solicitation. The Subscriber represents that the Subscriber was not induced to
invest by any form of general solicitation or general advertising including, but not limited to,
the following: (i) any advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over the news or radio; or (ii) any seminar or
meeting whose attendees were invited by any general solicitation or advertising.



2.11 Validity; Enforcement. If the Subscriber is a corporation, partnership, trust or other
entity, the Subscriber represents and warrants that: (a) it is authorized and otherwise duly
qualified to purchase and hold the Units; and (b) that this Subscription Agreement has been duly
and validly authorized, executed and delivered and constitutes the legal, binding and enforceable
obligation of the undersigned.



2.12 Address; Identification Number. The Subscriber hereby represents that the address of
Subscriber furnished by the Subscriber at the end of this Subscription Agreement is the
undersigned’s
principal residence if the Subscriber is an individual or its principal business address if it
is a corporation or other entity, and that the taxpayer identification number or social security
number, as applicable, furnished herein is correct.


 


 









 





2.13 Foreign Subscriber. If the Subscriber is not a United States person, such Subscriber
hereby represents that it has satisfied itself as to the full observance of the laws of its
jurisdiction in connection with any invitation to subscribe for the Units or any use of this
Subscription Agreement, including: (a) the legal requirements within its jurisdiction for the
purchase of the Units; (b) any foreign exchange restrictions applicable to such purchase; (c) any
governmental or other consents that may need to be obtained; and (d) the income tax and other tax
consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer
of the Securities. Such Subscriber’s subscription and payment for, and its continued beneficial
ownership of the Securities, will not violate any applicable securities or other laws of the
Subscriber’s jurisdiction.



2.14 NASD Member. The Subscriber acknowledges that if it is a registered representative of a
NASD member firm, the Subscriber must give such firm notice required by the NASD’s Rules of Fair
Practice, receipt of which must be acknowledged by such firm on the signature page hereof.



2.15 Confidentiality. The Subscriber acknowledges that certain information provided by the
Company to the Subscriber, in connection with the Subscriber’s decision to purchase the Company’s
Securities (the “Information”), is confidential and may constitute material, non-public
information, and the Subscriber agrees to maintain the Information in confidence and not to
disclose or trade on the basis of such Information; provided, however, that the Subscriber’s
obligations shall not apply to any Information that (i) is part of the public domain or literature
and readily accessible at the date hereof; or (ii) becomes part of the public domain or literature
and readily accessible by publication by means of a press release or other appropriate disclosure
mechanism as permitted under Regulation FD promulgated by the Securities and Exchange Commission.
Further, this obligation does not prohibit discussion by the Subscriber of the Information with the
Subscriber’s counsel, accountant, or other financial advisor solely for the purpose of assisting in
an analysis and assessment of the Information and the Offering.



III. REPRESENTATIONS BY THE COMPANY





The Company represents and warrants to the Subscriber:



3.1 Organization. The Company is duly organized and validly existing in good standing under
the laws of the jurisdiction in which it is organized, and has the requisite power and
authorization to own its properties and to carry on its business as now being conducted.



3.2 Capitalization. All issued and outstanding shares of the Company are validly issued, fully
paid and nonassessable and such shares have not been issued in violation of the preemptive rights
of any stockholder of the Company.



3.3 Authorization. All corporate action on the part of the Company necessary for (a) the
authorization, execution, delivery and performance of this Subscription Agreement by the Company,
and (b) the performance of all of the Company’s obligations hereunder and thereunder, have been
taken. This Subscription Agreement is a valid, legal and binding obligation of the Company,
enforceable according to its terms, except as may be limited by (i) applicable bankruptcy,
insolvency, reorganization or other similar laws of general application relating to or affecting
the enforcement of creditor rights, (ii) laws and judicial decisions regarding indemnification for
violations of federal securities laws, and (iii) the availability of specific performance or other
equitable remedies.


 


 









 





3.4 Authorization of Common Stock, Class D Warrants and Options. The issuance, sale and
delivery of the Common Stock, the Class D Warrants and the Options shall, prior to the Closing,
have been duly authorized by all requisite corporate action of the Company. When so issued, sold
and delivered in accordance with this Subscription Agreement, the Common Stock, the Class D
Warrants and the Options will be duly executed, issued and delivered and will constitute valid and
legal obligations of the Company enforceable in accordance with their terms, except as may be
limited by (i) applicable bankruptcy, insolvency, reorganization or other similar laws of general
application relating to or affecting the enforcement of creditor rights, (ii) laws and judicial
decisions regarding indemnification for violations of federal securities laws, and (iii) the
availability of specific performance or other equitable remedies, and will not be subject to
preemptive or any other similar rights of the stockholders of the Company or others, which rights
shall not have been waived prior to the Closing.



3.5 Authorization of Underlying Shares. The issuance, sale and delivery by the Company of the
shares underlying the Class D Warrants and the Options shall, prior to the Closing, have been duly
authorized by all requisite corporate action of the Company, and the shares underlying the Class D
Warrants and the Options shall, prior to the Closing, have been duly reserved for issuance upon
exercise of the Class D Warrants and the Options and when so issued, sold, paid for and delivered,
the shares underlying the Class D Warrants and the Options will be validly issued and outstanding,
fully paid and nonassessable, and not subject to preemptive or any other similar rights of the
stockholders of the Company or others, which rights shall not have been waived prior to the
Closing.



3.6 Title to Securities. When certificates representing the Common Stock, the Class D Warrants
and the Options have been duly delivered to the Subscriber and payment shall have been made
therefore, the Subscriber shall receive from the Company good and marketable title to such
Securities free and clear of all liens, encumbrances and claims whatsoever (with the exception of
claims arising through the acts or omissions of the Subscriber and except as arising from
applicable federal and state securities laws).



3.7 Securities Law Compliance. The offer, offer for sale, and sale of the Units have not been
registered with the SEC. The Units are to be offered for sale and sold in reliance upon the
exemptions from the registration requirements of Section 5 of the Securities Act. The Company will
conduct the Offering in compliance with the requirements of Regulation D under the Securities Act,
and the Company will file all appropriate notices of offering with the SEC.



VI. MISCELLANEOUS




4.1 Notice. Any notices, consents, waivers or other communications required or permitted to be
given under the terms of this Subscription Agreement must be in writing and will be deemed to have
been delivered: (a) upon receipt, when delivered personally; (b) upon receipt, when sent by
facsimile (provided confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); (c) upon receipt, when delivered by electronic transmission
(provided confirmation of receipt of transmission is sent by the recipient to the sending party and
kept on file by the sending party); or (d) one business day after deposit with an overnight courier
service, in each case properly addressed to the party to receive the same. The addresses and
facsimile numbers for such communications shall be:



	 	 	 
	If to the Company:

	 	With a copy to:
	11680 Great Oaks Way, Suite 350

	 	Smith, Gambrell & Russell, LLP
	Alpharetta, Georgia 30022

	 	Promenade II, Suite 3100
	Telephone: (678) 578-0125

	 	1230 Peachtree Street, N.E.
	Facsimile: (866) 641-1182

	 	Atlanta, Georgia 30309-3592
	Email: barry.jenkins@sanuwave.com

	 	Telephone: (404) 815-3500
	 

	 	Facsimile: (404) 815-3509
	Attention: Barry J. Jenkins

	 	Email: jethridge@sgrlaw.com
	 
	 	 
	 

	 	Attention: John C. Ethridge





 


 









 





If to the Subscriber, to its physical address, email address and facsimile number set forth at the
end of this Subscription Agreement, or to such other addresses and/or facsimile number and/or to
the attention of such other person as specified by written notice given to the Company five days
prior to the effectiveness of such change. Written confirmation of receipt (a) given by the
recipient of such notice, consent, waiver or other communication, (b) mechanically or
electronically generated by the sender’s facsimile machine containing the time, date, recipient
facsimile number and an image of the first page of such transmission, (c) sent by electronic
transmission by the recipient of such electronic notice, consent, waiver or other communication, or
(d) provided by an overnight courier service shall be rebuttable evidence of personal service,
receipt by facsimile, receipt by electronic transmission or receipt from an overnight courier
service in accordance with clause (a), (b), (c) or (d) above, respectively.



4.2 Entire Agreement; Amendment. This Subscription Agreement supersedes all other prior oral
or written agreements between the Subscriber, the Company, their affiliates and persons acting on
their behalf with respect to the matters discussed herein, and this Subscription Agreement and the
instruments referenced herein contain the entire understanding of the parties with respect to the
matters covered herein and therein and, except as specifically set forth herein or therein, neither
the Company nor the Subscriber makes any representation, warranty, covenant or undertaking with
respect to such matters. No provision of this Subscription Agreement may be amended or waived
other than by an instrument in writing signed by the Company and the Subscriber.



4.3 Severability. If any provision of this Subscription Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the
validity or enforceability of the remainder of this Subscription Agreement in that jurisdiction or
the validity or enforceability of any provision of this Subscription Agreement in any other
jurisdiction.



4.4 Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction,
validity, enforcement and interpretation of this Subscription Agreement shall be governed by the
internal laws of the State of Georgia, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of Georgia or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of Georgia. Each party hereby
irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in
the Northern District of Georgia, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action or proceeding is
brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.
Each party hereby irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such party at the
address for such notices to it under this Subscription Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law.
Each party hereby irrevocably waives any right it may have, and agrees not to request, a jury trial
for the adjudication of any dispute hereunder or in connection with or arising out of this
Subscription Agreement or any transaction contemplated hereby.


 


 









 





4.5 Headings. The headings of this Subscription Agreement are for convenience of reference and
shall not form part of, or affect the interpretation of, this Subscription Agreement.



4.6 Successors and Assigns. This Subscription Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns, including any purchasers of the
Common Stock and the Warrants. The Company shall not assign this Subscription Agreement or any
rights or obligations hereunder without the prior written consent of the Subscriber. The Subscriber
shall not assign some or all of its rights hereunder without the prior written consent of the
Company.



4.7 No Third Party Beneficiaries. This Subscription Agreement is intended for the benefit of
the parties hereto and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other person.



4.8 Survival. The representations and warranties of the Company and the Subscriber contained
in Articles II and III shall survive the execution and delivery of this Subscription Agreement.



4.9 Further Assurances. Each party shall do and perform, or cause to be done and performed,
all such further acts and things, and shall execute and deliver all such other agreements,
certificates, instruments and documents, as the other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Subscription Agreement and the
consummation of the transactions contemplated hereby.



4.10 No Strict Construction. The language used in this Subscription Agreement will be deemed
to be the language chosen by the parties to express their mutual intent, and no rules of strict
construction will be applied against any party.



4.11 Legal Representation. The Subscriber acknowledges that: (a) it has read this Subscription
Agreement and any exhibits hereto; (b) it understands that the Company has been represented in the
preparation, negotiation, and execution of this Subscription Agreement by Smith, Gambrell & Russell
LLP, counsel to the Company; (c) it has either been represented in the preparation, negotiation,
and execution of this Subscription Agreement by legal counsel of its own choice, or has chosen to
forego such representation by legal counsel after being advised to seek such legal representation;
and (d) it understands the terms and consequences of this Subscription Agreement and is fully aware
of its legal and binding effect.



4.12 Counterparts. This Subscription Agreement may be executed in two or more identical
counterparts, all of which 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;
provided that a facsimile signature shall be considered due execution and shall be binding upon the
signatory thereto with the same force and effect as if the signature were an original, not a
facsimile signature.



* * *



 


 









 








IN WITNESS WHEREOF, the parties have executed this Subscription Agreement as of the day and year
first written above.




	 	 	 
	 

	 	 
	SUBSCRIBER**:

	 	CO-SUBSCRIBER**:
	 
	 	 
	 

	 	 
	Signature of Subscriber

	 	Signature of Co-Subscriber
	 
	 	 
	 

	 	 
	Name of Subscriber [please print]

	 	Name of Co-Subscriber [please print]
	 
	 	 
	 

	 	 
	Address of Subscriber

	 	Address of Co-Subscriber
	 
	 	 
	 

	 	 
	Email Address of Subscriber

	 	Email Address of Co-Subscriber






	 	 	 
	 

Name of Holder(s) as it should appear on the security certificates*

[please print]

	 	 








	 	 	 
	*	 	Please provide the exact names that you wish to see on the certificates

	 
	(1)	 	For individuals, print full name of subscriber.

	 
	(2)	 	For joint, print full name of subscriber and all co-subscribers.

	 
	(3)	 	For corporations, partnerships, LLC, print full name of entity, including
“&,” “Co.,” “Inc.,” “etc.,” “LLC,” “LP,” etc.

	 
	(4)	 	For Trusts, print trust name (please contact your trustee for the exact
name that should appear on the certificates).





	 	 	 	 	 	 	 	 	 
	 	 	 	 	Subscription Accepted:
	 	 	 	 	SANUWAVE HEALTH, INC.
	 
	 	 	 	 	 	 	 	 
	Dollar Amount of Units Subscribed For:	 	By:
	 	 
	 

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Name: Barry J. Jenkins
	$ 	 	 	 	 	 	 	Title: Chief Financial Officer
	 

	 	 	 	 	 	 	 
	 
	 

	 	 	 	$	 	 	 	 
	 

	 	 	 	 	 
	 	 	 	 	 	Amount of Unit Subscription Accepted
	 
	 	 	 	 	 	 	 	 
	**   If Subscriber is a Registered
Representative with an NASD member
firm or an affiliated person of an
NASD member firm, have the
acknowledgment to the right signed by
the appropriate party
	 	The undersigned NASD member firm
acknowledges receipt of the notice
required by Rule 3040 of the NASD
Conduct Rules
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Name of NASD Member
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By
	 	 
	 

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Authorized Officer Accepted





 


 









 





CONFIDENTIAL INVESTOR QUESTIONNAIRE




I hereby certify that the information contained in each of the following checked statements (to be
checked only if applicable) is true and correct and I hereby agree to notify SANUWAVE Health, Inc.
of any changes that should occur in such information prior to SANUWAVE Health, Inc.’s acceptance of
any subscription:




A.
[     ] I am a natural person having an individual net worth or joint net worth with my
spouse as of the date hereof in excess of $1,000,000 (excluding the value of my primary
residence).




B. [     ] I am a natural person who had individual income in excess of $200,000 in each of
the two most recent years or joint income with my spouse in excess of $300,000 in each of
those years and have reasonable expectation of reaching the same income level in the current
year.




C. [     ] I am entity in which each of the equity owners satisfy the criteria set forth in
either statement A. or B. above.




D. [     ] I am an organization described in Section 501(c)(3) of the Internal Revenue Code,
trust, corporation or partnership with total assets in excess of $5,000,000, not formed for
the specific purpose of acquiring the Units, whose purchase is directed by a sophisticated
person as described in Rule 506(b)(2)(ii) of Regulation D under the Securities Act of 1933,
as amended.




E. [     ] I am a director or officer of SANUWAVE Health, Inc.




F. [     ] None of the above.



	 	 	 
	 

	 	 
	Dated:                     

	 	Signature
	 
	 	 
	 

	 	 
	 

	 	Signature
	 
	 	 
	 

	 	If Investor is an entity, provide name and title of
individual signing on behalf of Investor





 


 









 





Exhibit A




Warrant for the Purchase of [     ]

Shares of Common Stock

Par Value $0.001

CLASS D 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 CERTIFICATE 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) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE
EFFECT THAT THE SALE OR TRANSFER IS 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,                                                             , (the “Holder”) is entitled
to purchase from SANUWAVE HEALTH, INC. (the “Company”), on the terms and conditions hereinafter set
forth, all or any part of [   ] shares (“Warrant Shares”) of the Company’s common stock, par
value $0.001 (the “Common Stock”), at the purchase price of $2.00 per share (“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 Expiration
Date (as defined below), less than the total warrant is exercised, a new warrant of similar tenor
shall be issued for the unexercised portion of the warrants represented by this Agreement.




This warrant is granted subject to the following further terms and conditions:



3. This warrant shall be exercisable at any time or from time to time after the execution and
delivery of this Warrant by the Company on the date hereof and shall expire at 5:00 p.m. Eastern
Time on the date that is two (2) years following the date hereof (the “Expiration Date”). In order
to exercise this warrant with respect to all or any part of the Warrant Shares for which this
warrant is at the time exercisable, Holder (or in the case of exercise after Holder’s death,
Holder’s executor, administrator, heir or legatee, as the case may be) must take the following
actions:



(a) Deliver to the Corporate Secretary of the Company an executed notice of exercise
substantially in the form of notice attached to this Agreement (the “Exercise Notice”) in which
there is specified the number of Warrant Shares that are to be purchased under the exercised
warrant;



(b) Tender payment of the aggregate Warrant Price for the purchased shares in cash or by check
made payable to the Company’s order; and



(c) Furnish to the Company appropriate documentation that the person or persons
exercising the warrant (if other than Holder) have the right to exercise the warrant.



(d) For purposes of this Agreement, the “Exercise Date” shall be the date on which the
executed Exercise Notice shall have been delivered to the Company.


 


 









 





(e) Upon such exercise, the Company shall issue and cause to be delivered, with all reasonable
dispatch (and in any event within five business days of such exercise), to or upon the written
order of the Holder at its address, and in the name of the Holder, a certificate or certificates
for the number of full Warrant Shares issuable upon the exercise, together with such other property
(including cash) and securities as may then be deliverable upon such exercise. Such certificate or
certificates shall be deemed to have been issued and the Holder shall be deemed to have become a
holder of record of such Warrant Shares as of the Exercise Date.



2. The Holder acknowledges that this warrant may not be exercised if the issuance of the
Warrant Shares upon such exercise would constitute a violation of any applicable federal or state
securities laws, or other law or regulation, and the Warrant Shares have not been and will not be
registered as of the date of exercise of this warrant under the Securities Act or the securities
laws of any state. The Holder acknowledges that this warrant and the Warrant Shares, when and if
issued, are and will be “restricted securities” as defined in Rule 144 promulgated under the
Securities Act and must be held indefinitely unless subsequently registered under the Securities
Act and any other applicable state registration requirements. Except as provided herein, the
Company is under no obligation to register the securities under the Securities Act or under
applicable state statutes. In the absence of such a registration or an available exemption from
registration, sale of the Warrant Shares may be practicably impossible. The Holder shall confirm
to the Company the representations set forth above in connection with the exercise of all or any
portion of this warrant.



3. The number of Warrant Shares purchasable upon the exercise of this warrant and the Warrant
Price per share shall be subject to adjustment from time to time as follows:



(a) In the event that the Company should at any time, or from time to time, fix a record date
for the effectuation of a split, either forward or reverse, subdivision or combination of the
outstanding shares of Common Stock, or the determination of holders of Common Stock entitled to
receive a dividend or other distribution payable in additional shares of Common Stock or other
securities or rights convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock
Equivalents”), without payment of any consideration by such holder for the additional shares of
Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock
issuable upon conversion or exercise thereof), then, as of such record date (or the date of such
dividend distribution, split or subdivision if no record date is fixed), the number of Warrant
Shares purchasable hereunder shall be appropriately increased or decreased in proportion to such
increase or decrease in the aggregate number of shares of Common Stock outstanding and those
issuable with respect to such Common Stock Equivalents.



(b) Whenever there is an adjustment in the number of Warrant Shares purchasable upon the
exercise of this warrant pursuant to the provisions of Section 3(a), the Warrant Price shall be
adjusted to an amount proportionate to the adjustment in the number of Warrant Shares.



(c) If at any time, or from time to time, there shall be a recapitalization of the Common
Stock (other than a subdivision or combination, or merger or sale of assets transaction provided
for elsewhere in this Section 3) provision shall be made so that the Holder shall thereafter be
entitled to receive upon exercise of this warrant the number of shares of Common Stock, Common
Stock Equivalents or property of the Company or otherwise, to which the Holder would have been
entitled upon such recapitalization assuming this warrant was exercised immediately prior thereto.
In any such case, appropriate adjustment shall be made in the application of the provisions of this
Section 3 with respect to the rights of the Holder of this warrant after the recapitalization to
the end that the provisions of this Section 3 (including adjustment of the Warrant Price then in
effect and the number of Warrant Shares issuable upon exercise) shall be applicable after that
event as nearly equivalent as may be practicable.


 


 









 





(d) If at any time, or from time to time, the Company shall consolidate with or merge into
another corporation, or shall sell, lease, or convey to another corporation the assets of the
Company as an entity or substantially as an entity (any one or more of such transactions being a
“Corporate Transaction”), provision shall be made so that the Holder shall thereafter be entitled
to receive upon exercise of this warrant the number of shares of Common Stock, Common Stock
Equivalents or property of the Company or otherwise, to which the Holder would have been entitled
to receive in such Corporate Transaction assuming this warrant was exercised immediately prior
thereto. In any such case, appropriate adjustment shall be made in the application of the
provisions of this Section 3 with respect to the rights of the Holder of this warrant after the
Corporate Transaction to the end that the provisions of this Section 3 (including adjustment of the
Warrant Price then in effect and the number of Warrant Shares issuable upon exercise) shall be
applicable after that event as nearly equivalent as may be practicable.



4. The Company covenants and agrees that all Warrant Shares which may be delivered upon the
exercise of this warrant will, upon delivery, be free from all taxes, liens, and charges with
respect to the purchase thereof; provided, that the Company shall have no obligation with respect
to any income tax liability of the Holder.



5. The Company agrees at all times to reserve or hold available a sufficient number of shares
of Common Stock to cover the number of Warrant Shares issuable upon the exercise of this warrant.



6. This warrant shall not entitle the holder hereof to any voting rights or other rights as a
shareholder of the Company, or to any other rights whatsoever, except the rights herein expressed,
and no dividends shall be payable or accrue in respect of this warrant or the Warrant Shares until
or unless, and except to the extent that, this warrant shall be exercised.



7. The Company may deem and treat the registered owner of this warrant as the absolute owner
hereof for all purposes and shall not be affected by any notice to the contrary.



8. In the event that any provision of this Agreement is found to be invalid or otherwise
unenforceable under any applicable law, such invalidity or unenforceability shall not be construed
as rendering any other provisions contained herein invalid or unenforceable, and all such other
provisions shall be given full force and effect to the same extent as though the invalid or
unenforceable provision was not contained herein.



9. This Agreement shall be governed by and construed in accordance with the internal laws of
the State of Georgia, without regard to the principles of conflicts of law thereof.



12. This Agreement shall be binding on and inure to the benefit of the Company and
the person to whom a warrant is granted hereunder, and such person’s heirs, executors,
administrators, legatees, personal representatives, assignees, and transferees.



13. The Company shall not have any right to redeem any of the Warrants evidenced
hereby.


 


 









 





IN WITNESS WHEREOF, the Company has caused this warrant to be executed by the signature of its duly
authorized officer, effective this
 _____ 
day of                      2010.



	 	 	 	 	 
	 	SANUWAVE HEALTH, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Barry J. Jenkins 	 
	 	 	Title:  	Chief Financial Officer 	 




The undersigned Holder hereby acknowledges receipt of a copy of the foregoing warrant and
acknowledges and agrees to the terms and conditions set forth in the warrant.



	 	 	 	 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 


 


 









 





	 	 	 	 	 



Exercise Notice

(to be signed only upon exercise of Warrant)





TO: SANWUWAVE HEALTH, INC.



The Holder of the attached warrant hereby irrevocable elects to exercise the purchase rights
represented by the warrant for, and to purchase thereunder,                                                              shares
of common stock of SANUWAVE Health, Inc. and herewith makes payment therefor, and requests that the
certificate(s) for such shares be delivered to the Holder at:




 





 





 




If acquired without registration under the Securities Act of 1933, as amended (“Securities
Act”), the Holder represents that the Common Stock is being acquired without a view to, or for,
resale in connection with any distribution thereof without registration or other compliance under
the Securities Act and applicable state statutes, and that the Holder has no direct or indirect
participation in any such undertaking or in the underwriting of such an undertaking. The Holder
understands that the Common Stock has not been registered, but is being acquired by reason of a
specific exemption under the Securities Act as well as under certain state statutes for
transactions by an issuer not involving any public offering and that any disposition of the Common
Stock may, under certain circumstances, be inconsistent with these exemptions. The Holder
acknowledges that the Common Stock must be held and may not be sold, transferred, or otherwise
disposed of for value unless subsequently registered under the Securities Act or an exemption from
such registration is available. The Company is under no obligation to register the Common Stock
under the Securities Act or any state securities law, except as provided in the Agreement for the
warrant. The certificates representing the Common Stock will bear a legend restricting transfer,
except in compliance with applicable federal and state securities statutes.



The Holder agrees and acknowledges that this purported exercise of the warrant is conditioned
on, and subject to, any compliance with requirements of applicable federal and state securities
laws deemed necessary by the Company.




DATED this                      day of                                           
                  ,
                    .



	 	 	 	 	 
	 	
 	 
	 	Signature 	 
	 	 	 


 


 









 






Exhibit B




Option for the Purchase of [     ] Units

UNIT OPTION AGREEMENT

(this “Agreement”)





THE HOLDER OF THIS OPTION, BY ACCEPTANCE HEREOF, WITH RESPECT TO THE OPTION, THE COMMON STOCK
ISSUABLE UPON EXERCISE OF THE OPTION, AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE CLASS
D WARRANT (WHICH IS ISSUABLE UPON EXERCISE OF THE OPTION) 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) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND
ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS 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,                                         , (the “Holder”) is entitled
to purchase from SANUWAVE HEALTH, INC. (the “Company”), on the terms and conditions hereinafter set
forth, all or any part of                      Units, at a price of $2.00 per Unit (the “Option Price”). A
“Unit” consists of (i) one share of the Company’s common stock, par value $0.001 per share (the
“Common Stock”); and (ii) a two-year common stock purchase warrant (the “Class D Warrant”) to
purchase one share of Common Stock, at an exercise price of $2.00 per share (the “Warrant Price”),
in the form attached hereto as Annex A. Upon exercise of this Option in whole or in part,
a certificate for the Common Stock so purchased shall be issued and delivered to the Holder, and a
Class D Warrant so purchased shall be issued and delivered to the Holder. If, at any time prior to
the Expiration Date (as defined below), less than the total Option is exercised, a new Option of
similar tenor shall be issued for the unexercised portion of the options represented by this
Agreement.




This Option is granted subject to the following further terms and conditions:



4. This Option shall be exercisable at any time or from time to time after the execution and
delivery of this Agreement by the Company on the date hereof and shall expire at 5:00 p.m. Eastern
Time on December 31, 2010 (the “Expiration Date”). In order to exercise this Option with respect
to all or any number of the Units for which this Option is at the time exercisable, Holder (or in
the case of exercise after Holder’s death, Holder’s executor, administrator, heir or legatee, as
the case may be) must take the following actions:



(a) Deliver to the Corporate Secretary of the Company an executed notice of exercise
substantially in the form of notice attached to this Agreement (the “Exercise Notice”) in which
there is specified the number of Units that are to be purchased under the exercised Option;



(b) Tender payment of the aggregate Option Price for the purchased Units in cash or by check
made payable to the Company’s order; and



(c) Furnish to the Company appropriate documentation that the person or persons exercising the
Option (if other than Holder) have the right to exercise the Option.


 


 









 





For purposes of this Agreement, the “Exercise Date” shall be the date on which the executed
Exercise Notice shall have been delivered to the Company.



Upon such exercise, the Company shall issue and cause to be delivered, with all reasonable
dispatch (and in any event within five business days of such exercise), to or upon the written
order of the Holder at its address, and in the name of the Holder, (i) a certificate or
certificates for the number of full shares of Common Stock issuable upon the exercise of this
Option or portion of this Option exercised and (ii) a Class D Warrant exercisable at the Warrant
Price for the same number of full shares of Common Stock issuable upon the exercise of this Option
or portion of this Option exercised. Such certificate or certificates and warrant or warrants
shall be deemed to have been issued and the Holder shall be deemed to have become a holder of
record of such shares of Common Stock and Class D Warrant as of the Exercise Date.



2. The Holder acknowledges that this Option may not be exercised if the issuance of the Common
Stock or Class D Warrant upon such exercise would constitute a violation of any applicable federal
or state securities laws, or other law or regulation, and the Common Stock, the Class D Warrant and
the shares issuable upon the exercise of the Class D Warrant, have not been and will not be
registered as of the date of exercise of this Option under the Securities Act or the securities
laws of any state. The Holder acknowledges that this Option and the Common Stock and the Class D
Warrant, when and if issued, as well as any stock issuable upon exercise of the Class D Warrant,
are and will be “restricted securities” as defined in Rule 144 promulgated under the Securities Act
and must be held indefinitely unless subsequently registered under the Securities Act and any other
applicable state registration requirements. Except as provided herein, the Company is under no
obligation to register, the Option, the Common Stock, the Class D Warrant, or any stock issuable
upon exercise of the Class D Warrant, under the Securities Act or under applicable state statutes.
In the absence of such a registration or an available exemption from registration, sale of any such
securities may be practicably impossible. The Holder shall confirm to the Company the
representations set forth above in connection with the exercise of all or any portion of this
Option.



3. The number of shares of Common Stock, the number of shares covered by the Class D Warrants
purchasable upon the exercise of this Option, the Option Price per share, and the Warrant Price,
shall be subject to adjustment from time to time as follows:



(a) In the event that the Company should at any time, or from time to time, fix a record date
for the effectuation of a split, either forward or reverse, subdivision or combination of the
outstanding shares of the Company’s common stock, or the determination of holders of the Company’s
common stock entitled to receive a dividend or other distribution payable in additional shares of
the Company’s common stock or other securities or rights convertible into, or entitling the holder
thereof to receive directly or indirectly, additional shares of the Company’s common stock
(hereinafter referred to as “Common Stock Equivalents”), without payment of any consideration by
such holder for the additional shares of the Company’s common stock or the Common Stock Equivalents
(including the additional shares of the Company’s common stock issuable upon conversion or exercise
thereof), then, as of such record date (or the date of such dividend distribution, split or
subdivision if no record date is fixed), the number of shares of Common Stock and the number of
shares covered by the Class D Warrants purchasable hereunder shall be appropriately increased or
decreased in proportion to such increase or decrease in the aggregate number of shares of the
Company’s common stock outstanding and those issuable with respect to such Common Stock
Equivalents.



(b) Whenever there is an adjustment in the number of shares of Common Stock and the number of
shares covered by the Class D Warrants purchasable upon the exercise of this Option pursuant to the
provisions of Section 3(a), the Option Price and the Warrant Price shall each be adjusted to an
amount proportionate to the adjustment in the number of Common Stock and the number of shares
covered by the Class D Warrants.


 


 









 





(c) If at any time, or from time to time, there shall be a recapitalization of the Company’s
common stock (other than a subdivision or combination, or merger or sale of assets transaction
provided for elsewhere in this Section 3), provision shall be made so that the Holder shall
thereafter be entitled to receive upon exercise of this Option the number of shares of the
Company’s common stock, Common Stock Equivalents or property of the Company, Class D Warrants to
purchase shares or otherwise, to which the Holder would have been entitled upon such
recapitalization assuming this Option was exercised immediately prior thereto. In any such case,
appropriate adjustment shall be made in the application of the provisions of this Section 3 with
respect to the rights of the Holder of this Option after the recapitalization to the end that the
provisions of this Section 3 (including adjustment of the Option Price and Warrant Price then in
effect and the number of shares of Common Stock and Class D Warrants to purchase shares issuable
upon exercise) shall be applicable after that event as nearly equivalent as may be practicable.



(d) If at any time, or from time to time, the Company shall consolidate with or merge into
another corporation, or shall sell, lease, or convey to another corporation the assets of the
Company as an entity or substantially as an entity (any one or more of such transactions being a
“Corporate Transaction”), provision shall be made so that the Holder shall thereafter be entitled
to receive upon exercise of this Option the number of shares of the Company’s common stock, Common
Stock Equivalents or property of the Company, Class D Warrants to purchase shares or otherwise, to
which the Holder would have been entitled to receive in such Corporate Transaction assuming this
Option was exercised immediately prior thereto. In any such case, appropriate adjustment shall be
made in the application of the provisions of this Section 3 with respect to the rights of the
Holder of this Option after the Corporate Transaction to the end that the provisions of this
Section 3 (including adjustment of the Option Price and Warrant Price then in effect and the number
of Common Stock and Class D Warrants to purchase shares issuable upon exercise) shall be applicable
after that event as nearly equivalent as may be practicable.



4. The Company covenants and agrees that all shares of Common Stock and Class D Warrants which
may be delivered upon the exercise of this Option will, upon delivery, be free from all taxes,
liens, and charges with respect to the purchase thereof; provided, that the Company shall have no
obligation with respect to any income tax liability of the Holder.



5. The Company agrees at all times to reserve or hold available a sufficient number of shares
of the Company’s common stock to cover the number of shares of Common Stock issuable upon the
exercise of this Option and the exercise of the Class D Warrant issued upon exercise of this
Option.



6. This Option shall not entitle the holder hereof to any voting rights or other rights as a
shareholder of the Company, or to any other rights whatsoever, except the rights herein expressed,
and no dividends shall be payable or accrue in respect of this Option, the Common Stock or Class D
Warrants until or unless, and except to the extent that, this Option, or, with respect to shares
issued upon exercise of the Class D Warrant, the Warrant, shall be exercised.



7. The Company may deem and treat the registered owner of this Option as the absolute owner
hereof for all purposes and shall not be affected by any notice to the contrary.



8. In the event that any provision of this Agreement is found to be invalid or otherwise
unenforceable under any applicable law, such invalidity or unenforceability shall not be construed
as rendering any other provisions contained herein invalid or unenforceable, and all such other
provisions shall be given full force and effect to the same extent as though the invalid or
unenforceable provision was not contained herein.


 


 









 





9. This Agreement shall be governed by and construed in accordance with the internal laws of
the State of Georgia, without regard to the principles of conflicts of law thereof.



10. This Agreement shall be binding on and inure to the benefit of the Company and the person
to whom an option is granted hereunder, and such person’s heirs, executors, administrators,
legatees, personal representatives, assignees, and transferees.



IN WITNESS WHEREOF, the Company has caused this Option to be executed by the signature of its
duly authorized officer, effective this
 _____ 
day of                      2010.



	 	 	 	 	 
	 	SANUWAVE HEALTH, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Barry J. Jenkins 	 
	 	 	Title:  	Chief Financial Officer 	 




The undersigned Holder hereby acknowledges receipt of a copy of the foregoing Option and
acknowledges and agrees to the terms and conditions set forth in the Option.



	 	 	 	 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 


 


 









 





	 	 	 	 	 



Exercise Notice

(to be signed only upon exercise of Option)





TO: SANUWAVE HEALTH, INC.



The Holder of the attached option hereby irrevocable elects to exercise the purchase rights
represented by the Option for, and to purchase thereunder,                                                              Units
(defined below) and herewith makes payment therefor, and requests that the certificate(s) for the
Common Stock (defined below) and Class D Warrant(s) (defined below) be delivered to the Holder at:




 





 





 




A “Unit” consists of (i) one share of the Company’s common stock, par value $0.001 per share
(the “Common Stock”); and (ii) a two-year common stock purchase warrant (the “Class D Warrant”) to
purchase one share of Common Stock, at an exercise price of $2.00.



If acquired without registration under the Securities Act of 1933, as amended (“Securities
Act”), the Holder represents that the shares of Common Stock and the shares of Company stock
issuable upon exercise of the Class D Warrant are being acquired without a view to, or for, resale
in connection with any distribution thereof without registration or other compliance under the
Securities Act and applicable state statutes, and that the Holder has no direct or indirect
participation in any such undertaking or in the underwriting of such an undertaking. The Holder
understands that the Common Stock and the shares of Company stock issuable upon exercise of the
Class D Warrant have not been registered, but are being acquired by reason of a specific exemption
under the Securities Act as well as under certain state statutes for transactions by an issuer not
involving any public offering and that any disposition of the Common Stock, the Class D Warrant, or
the shares of Company stock issuable upon exercise of the Class D Warrant may, under certain
circumstances, be inconsistent with these exemptions. The Holder acknowledges that the Common
Stock, the Class D Warrant and the shares of Company stock issuable upon exercise of the Class D
Warrant must be held and may not be sold, transferred, or otherwise disposed of for value unless
subsequently registered under the Securities Act or an exemption from such registration is
available. The Company is under no obligation to register the Common Stock, the Class D Warrant or
the shares of Company stock issuable upon exercise of the Class D Warrant, under the Securities Act
or any state securities law, except as provided in the Agreement for the Option. The certificates
representing the Common Stock and the shares of Company stock issuable upon exercise of the Class D
Warrant will bear a legend restricting transfer, except in compliance with applicable federal and
state securities statutes.


 


 









 





The Holder agrees and acknowledges that this purported exercise of the Option is conditioned
on, and subject to, any compliance with requirements of applicable federal and state securities
laws deemed necessary by the Company.



DATED this                      day of                                              
               ,                     .



	 	 	 	 	 
	 	
 	 
	 	Signature