Form of Conversion Warrant



 Exhibit 10.3 

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE
SECURITIES LAWS OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS. ACCORDINGLY, THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT (i) AN OPINION OF COUNSEL SATISFACTORY TO ENTEROMEDICS
INC. THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, (ii) SUCH REGISTRATION OR (iii) UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. 

STOCK PURCHASE WARRANT 

To Subscribe for and Purchase 

Common Stock of 

ENTEROMEDICS INC. 

THIS CERTIFIES THAT, for value received,
                    , or its registered assigns, (herein referred to as the “Purchaser” or “holder”), is
entitled to subscribe for and purchase from EnteroMedics Inc. (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, at the exercise price specified in the Agreement (subject to
adjustment as noted below),                     
(                    
)1
 fully paid and nonassessable shares (“Shares”) of common stock (herein the “Common Stock”) (subject to the limitation in Section 2(b) and to
adjustment as noted below). This Warrant may only be exercised during the Exercise Period specified herein. This Warrant has been issued pursuant to a Securities Purchase Agreement, dated as of September 29, 2010 (the
“Agreement”), between the Purchaser and the Company. 
 The warrant exercise price (subject
to adjustment as noted below) shall be
$2.062
 per Share (the “Warrant Purchase Price”). 

This Warrant is subject to the following provisions, terms and conditions: 

1. The Warrant exercise period (the “Exercise Period”) for this Warrant shall begin on the date that is 181 days from
the date of the issuance of this Warrant and shall end on the fifth anniversary of the date on which the Exercise Period begins. 

 

	1
	Equal to the difference between the original purchase price paid for Series A Non–Voting Convertible Preferred and the per share price paid for Common Stock in the
Equity Offering, multiplied by the number of shares of Series A Non–Voting Convertible Preferred purchased by Purchaser, divided by the Warrant Purchase Price. 


	2
	Equal to 120% of the original purchase price paid for Series A Non–Voting Convertible Preferred. 








 2. The rights represented by this Warrant may be exercised by the holder hereof as follows:

 (a) The rights represented by this Warrant may be exercised by the holder hereof, in whole or in part, by
written notice of exercise delivered to the Company and by the surrender of this Warrant (properly endorsed if required) at the principal office of the Company and upon payment to it by check of the Warrant Purchase Price for such Shares. The
Company agrees that the Shares so purchased shall be and are deemed to be issued to the holder hereof as the record owner of such Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for
such Shares as aforesaid. Subject to the provisions of the next succeeding paragraph, within 10 business days after the rights represented by this Warrant shall have been exercised the Company shall cause its transfer agent to issue the Shares of
stock so purchased to Purchaser in book–entry format and deliver evidence of such issuance to Purchaser, and, unless this Warrant has expired, a new Warrant representing the number of Shares, if any, with respect to which this Warrant shall not
then have been exercised shall also be delivered to the holder hereof within such time. 
 (b) Notwithstanding
any other provision in this Warrant, no holder shall be permitted to exercise this Warrant for an amount of Common Stock that would result in such holder owning more than 19.99% of the Company’s Common Stock outstanding after such exercise.

 3. The Company represents and warrants that this Warrant has been duly authorized by all necessary corporate action, has been
duly executed and delivered and is a legal and binding obligation of the Company, enforceable against the Company in accordance with the terms of this Warrant, except to the extent (i) such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and (ii) such enforceability may be subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). The Company covenants and agrees that all Shares which may be issued upon the exercise of the rights represented by this Warrant according to the terms hereof or represented by the
Common Stock will, upon issuance and payment therefor, be duly authorized and issued, fully paid and nonassessable. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised,
the Company will at all times have authorized, and reserved for the purpose of issue or transfer upon exercise of the subscription rights evidenced by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the
rights represented by this Warrant, free from preemptive rights or other actual contingent purchase rights other than those held by a holder of this Warrant (as a result of holding this Warrant). 

4. The Company will pay any documentary stamp taxes attributable to the issuance of Shares of Common Stock upon the exercise of this
Warrant; provided, however, that the 
  

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Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrants, or shares of Common Stock issued upon
exercise of this Warrant, in a name other than that of the Purchaser. The Purchaser shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Shares of Common Stock upon exercise
hereof. 
 5. The above provisions are, however, subject to the following: 

(a) The Warrant Purchase Price shall, from and after the date of issuance of this Warrant, be subject to adjustment from
time to time as hereinafter provided. Upon each adjustment of the Warrant Purchase Price, the holder of this Warrant shall thereafter be entitled to purchase, at the Warrant Purchase Price resulting from such adjustment, the number of Shares
obtained by multiplying the Warrant Purchase Price in effect immediately prior to such adjustment by the number of Shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the warrant purchase price
resulting from such adjustment. 
 (b) In case the Company shall (i) declare a dividend upon the Common
Stock payable in Common Stock (other than a dividend declared to effect a subdivision of the outstanding shares of Common Stock, as described in subparagraph (c) below) or any obligations or any shares of stock of the Company which are
convertible into or exchangeable for Common Stock (such obligations or shares of stock being hereinafter referred to as “Convertible Securities”), or in any rights or options to purchase any Common Stock or Convertible Securities,
or (ii) declare any other dividend or make any other distribution upon the Common Stock payable otherwise than out of earnings or earned surplus, then thereafter the holder of this Warrant upon the exercise hereof will be entitled to receive
the number of shares of Common Stock to which such holder shall be entitled upon such exercise, and, in addition and without further payment therefor, such number of shares of Common Stock, such that upon exercise hereof, such holder would receive
such number of shares of Common Stock as a result of each dividend described in clause (i) above and each dividend or distribution described in clause (ii) above which such holder would have received by way of any such dividend or
distribution if continuously since the record date for any such dividend or distribution such holder (i) had been the record holder of the number of shares of Common Stock then received, and (ii) had retained all dividends or distributions
in stock or securities (including Common Stock or Convertible Securities, or in any rights or options to purchase any Common Stock or Convertible Securities) payable in respect of such Common Stock or in respect of any stock or securities paid as
dividends or distributions and originating directly or indirectly from such Common Stock. For the purposes of the foregoing, a dividend or distribution other than in cash shall be considered payable out of earnings or surplus only to the extent that
such earnings or surplus are charged an amount equal to the fair value of such dividend as determined by the Board of Directors of the Company. 

(c) In case the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of
shares, the Warrant Purchase Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the outstanding shares of Common Stock of the Company shall be combined into a smaller number of shares, the
Warrant Purchase Price in effect immediately prior to such combination shall be proportionately increased. 
  

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 (d) If any capital reorganization or reclassification of the capital stock
of the Company, shall be effected in such a way that holders of Common Stock shall be entitled to receive stock or securities with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification or
consolidation, lawful and adequate provision shall be made whereby the holder hereof shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the Shares of the
Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock or securities as may be issued or payable with respect to or in exchange for a number of
outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such reorganization, reclassification or consolidation not
taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the holder of this Warrant to the end that the provisions hereof (including without limitation provisions for adjustments of the
warrant purchase price and of the number of shares purchasable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock or securities thereafter deliverable upon the exercise hereof.

 (e) Upon any adjustment of the Warrant Purchase Price or any adjustment of any material terms hereof, then and
in each such case an officer of the Company shall, as soon as practicable after the occurrence of any event that requires an adjustment or readjustment, give signed written notice thereof, by first–class mail, postage prepaid, addressed to the
registered holder of this Warrant at the address of such holder as shown on the books of the Company, which notice shall state the Warrant Purchase Price resulting from such adjustment, any material change in the terms of the Warrant, and the
increase or decrease, if any, in the number of Shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. 

(f) In case any time: 

(i) the Company shall declare any cash dividend on its capital stock at a rate in excess of the rate of the last cash
dividend theretofore paid; 
 (ii) the Company shall pay any dividend payable in stock upon its capital stock or
make any distribution (other than regular cash dividends) to the holders of its capital stock; 
 (iii) there
shall be any capital reorganization, or reclassification of the capital stock of the Company; or 
 (iv) there
shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; 
  

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 then, in any one or more of said cases, the Company shall give written
notice, by first–class mail, postage prepaid, addressed to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, of the date on which (A) the books of the Company shall close or a record
shall be taken for such dividend, distribution or subscription rights, or (B) such reorganization, reclassification or consolidation, dissolution, liquidation or winding up, or conversion or redemption shall take place, as the case may be. Such
notice shall also specify the date as of which the holders of capital stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their capital stock for securities or other property
deliverable upon such reorganization, reclassification, consolidation, dissolution, liquidation or winding up, or conversion or redemption, as the case may be. Such written notice shall be given at least 20 days prior to the action in question and
not less than 20 days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. 

(g) If any event occurs as to which in the opinion of the Board of Directors of the Company the other provisions of this
Section 5 are not strictly applicable or if strictly applicable would not fairly protect the purchase rights of the holder of this Warrant or of Common Stock in accordance with the essential intent and principles of such provisions, then the
Board of Directors shall make an adjustment in the application of such provisions, in accordance with such essential intent and principles, so as to protect such purchase rights as aforesaid. 

6. This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company. 

7. The holder of this Warrant, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or
transferring any Common Stock issuable or issued upon the exercise hereof of such holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such holder’s intention as to the disposition to be
made of shares of Common Stock issuable or issued upon the exercise hereof. Such holder shall also provide the Company with an opinion of counsel satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of
shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Common Stock issuable or issued upon the exercise hereof. Upon receipt of such written notice and opinion by the Company,
such holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Common Stock received upon the previous exercise of
this Warrant, all in accordance with the terms of the notice delivered by such holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the
certificates for such shares. 
 8. Subject to the provisions of paragraph 7 hereof, this Warrant and all rights hereunder
are transferable, in whole or in part, at the principal office of the Company by the holder hereof in person or by duly authorized attorney, upon surrender of this Warrant properly endorsed. Each taker and holder of this Warrant, by taking or
holding the same, consents and 
  

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agrees that the bearer of this Warrant, when endorsed, may be treated by the Company and all other persons dealing with this Warrant as the absolute owner hereof for any purpose and as the person
entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Company, any notice to the contrary notwithstanding; but until such transfer on such books, the Company may treat the registered holder hereof
as the owner for all purposes. 
 9. This Warrant is exchangeable, upon the surrender hereof by the holder hereof at the
principal office of the Company, for new Warrants of like tenor representing in the aggregate the right to subscribe for and purchase the number of shares which may be subscribed for and purchased hereunder, each of such new Warrants to represent
the right to subscribe for and purchase such number of shares as shall be designated by said holder hereof at the time of such surrender. 

10. The holder hereby acknowledge and agree that this Warrant constitutes a “restricted security” under applicable U.S.
federal and state securities laws and that, pursuant to these laws, the holder must hold the Warrant (including Shares of Common Stock issuable upon exercise hereof) indefinitely unless they are registered with the U.S. Securities and Exchange
Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The holder acknowledges that, except as set forth in the Agreement, the Company has no obligation to register or
qualify the Warrant (including Shares of Common Stock issuable upon exercise thereof) for resale. This Warrant and the Shares shall be imprinted with a legend in substantially the form set forth in Section 6.3(b) of Annex A to the Securities
Purchase Agreement. 
 11. All questions concerning this Warrant will be governed and interpreted and enforced in accordance
with the internal law, not the law of conflicts, of the State of Delaware. 
  

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 IN WITNESS WHEREOF, EnteroMedics Inc. has caused this Warrant to be signed by its duly
authorized officer and this Warrant to be dated as of the date set forth above. 
  

					
	ENTEROMEDICS INC.
		
	By	 	  

		 	Its	 	  










 SUBSCRIPTION FORM 

To be Executed by the Holder of this Warrant if such Holder 

Desires to Exercise this Warrant in Whole or in Part 

 

	To:	EnteroMedics Inc. (the “Company”) 


The undersigned
                                         
                            

Please insert Social Security or other 

identifying number of Subscriber: 
  

 
 hereby irrevocably elects to
exercise the right of purchase represented by this Warrant for, and to purchase thereunder,                      shares of the Common Stock
(the “Common Stock”) provided for therein and tenders payment herewith to the order of the Company in the amount of $            , such payment being made as
provided on the face of this Warrant. 
 The undersigned requests that certificates for such shares of Common Stock be issued as
follows: 
  

			
	Name:	 	  

		
	Address:	 	  

		
	Deliver to:	 	  

		
	Address:	 	  



and, if such number of shares of Common Stock shall not be all the shares of Common Stock purchasable hereunder, that a new Warrant for the balance
remaining of the shares of Common Stock purchasable under this Warrant be registered in the name of, and delivered to, the undersigned at the address stated above. 

Dated:                      

 

			
	Signature	 	  

		 	Note: The signature on this Subscription Form must correspond with the name as written upon the face of this Warrant in every particular, without alteration or enlargement or any
change whatever.









 FORM OF ASSIGNMENT 

(To Be Signed Only Upon Assignment) 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
                     this Warrant, and appoints
                     to transfer this Warrant on the books of the Company with the full power of substitution in the premises. 

Dated:                      

In the presence of: 
  

	
	  

	(Signature must conform in all respects to the name of the holder as specified on the face of this Warrant without alteration, enlargement or any change whatsoever, and the
signature must be guaranteed in the usual manner)