Exhibit 4.1
Warrant
Number N-[X]
THE
WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE. THIS WARRANT AND THE SHARES ISSUABLE
UPON THE EXERCISE THEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. THIS WARRANT AND THE
SHARES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED UNLESS SUCH TRANSACTION IS MADE PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS OR THE COMPANY IS PROVIDED
WITH AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, ASSIGNMENT, PLEDGE OR OTHER TRANSFER IS IN COMPLIANCE
WITH EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO TRANSFER OF ANY INTEREST IN
THIS WARRANT OR THE SECURITIES PURCHASABLE UPON EXERCISE MAY BE EFFECTED WITHOUT FIRST SURRENDERING THIS WARRANT OR SUCH SECURITIES,
AS THE CASE MAY BE, TO THE COMPANY OR ITS TRANSFER AGENT, IF ANY.
Warrant
to Purchase
Shares
of
Common
Stock
As Herein
Described
____________,
2018
WARRANT
TO PURCHASE COMMON STOCK OF
REZOLUTE,
INC.
This
Warrant (this “Warrant”) is to certify that, for value received, ______, or a proper assignee (the “Holder”),
is entitled to purchase up to one hundred percent (100%) of (i) the shares of common stock, $0.001 par value per share (the “Common
Stock”) of Rezolute, Inc., a Delaware corporation (the “Company”), that the Holder receives pursuant to a conversion
under that certain Senior Secured Promissory Note by and between the Holder and the Company, dated as of _______, 2018, as the
same may be amended and restated (the “Note”), in the event a Qualified Financing occurs prior to July 1, 2018, or
(ii) in the event a Qualified Financing does not occur prior to July 1, 2018, a number of shares equal to the principal amount
of the Notes divided by the weighted average of the closing bid and asked prices or the average closing prices of the Company’s
common stock on the principal market where the Company’s securities are then traded for the 20-day trading period prior to
July 1, 2018, subject to the provisions of this Warrant Number N-[X] from the Company. This Warrant shall be exercisable at an
exercise price (the “Exercise Price”) to be determined at the earlier of (i) the Company’s successful offering
and sale of at least $15 million of its securities in a single equity financing (a “Qualified Financing”) or (ii) July
1, 2018, if there has been no Qualified Financing prior to such date (the “Pricing Date”). The Exercise Price as of
a given Pricing Date shall be the lowest of: (1) 120% of the lowest per share price of the shares of the Company’s capital
stock sold in a Qualified Financing involving the sale or purchase of only the Company’s capital stock, or (2) in the event
of a Qualified Financing involving the sale and purchase of units (i.e., shares of the Company’s capital stock plus warrants
or other similar instruments to purchase the Company’s capital stock), the lowest per-unit price of the Company’s units
sold in such Qualified Financing. In the event that the Company does not complete a Qualified Financing prior to July 1, 2018,
the Exercise Price of this Warrant shall be 120% of the weighted average of the closing bid and asked prices or the average closing
prices of the Company’s common stock on the Principal Trading Market where the Company’s common stock is then traded
for the ten consecutive Trading Days ending on the Trading Day immediately preceding July 1, 2018.
If
the closing price cannot be calculated for the Company’s common stock on a particular date on any of the foregoing bases,
the closing price of such security on such date shall be the fair market value as mutually determined by the Company and the Required
Holders (as defined in the Purchase Agreement). If the Company and the Required Holders are unable to agree upon the fair market
value of such security, then the Board of Directors of the Company shall use its good faith judgment to determine the fair market
value. The Board of Directors’ determination shall be binding upon all parties absent demonstrable error. All such determinations
shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the
applicable calculation period.
“Trading
Market” means whichever of the New York Stock Exchange, the NYSE MKT, the NASDAQ Stock Market (any market tier) or the OTCQX
or OTCQB tiered marketplace organized by OTC Markets Group Inc., on which the Company’s common stock is listed or quoted
for trading on the date in question. “Principal Trading Market” means the Trading Market on which the Company’s
common stock is primarily listed on and/or quoted for trading, which, as of the date of the Purchase Agreement and the Closing
Date (as defined therein), shall be the OTCQB tiered marketplace organized by OTC Markets Group Inc. “Trading Day”
means (i) a day on which the Company’s common stock is listed or quoted on its Principal Trading Market, or (ii) if the Company’s
common stock is not listed or quoted on any Trading Market, a day on which the Company’s common stock is quoted in the over
the counter market as reported in the OTC Pink (also known as “Pink Sheets”) by OTC Markets Group Inc. (or any similar
organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Company’s common
stock is not listed or quoted as set forth in clause (i) or (ii) above, then Trading Day shall mean a Business Day.
The
Company shall provide the holder of this Warrant with written notice of the Exercise Price within three Business Days after the
Exercise Price is effective, including the manner in which the Company calculated the Exercise Price and the specifics of such
calculation.
This Warrant is one of a series of Warrants issued under the Securities Purchase and Security Agreement dated
__________, 2018 by and among the Company and the purchasers listed on Exhibit A thereto (the “Purchase Agreement”).
This
Warrant also is subject to the following terms and conditions:
1.
Exercise
and Payment; Exchange
.
(a)
Exercise of Warrant
. This Warrant may be exercised in whole or in part at any
time from and after the date hereof through 5:00 p.m., the fifth anniversary of the date hereof (the “Expiration Date”),
at which time this Warrant shall expire and become void, but if such date is a day on which federal or state chartered banking
institutions located in the State of Delaware are authorized to close, then on the next succeeding day which shall not be such
a day. Exercise shall be by presentation and surrender to the Company, or at the office of any transfer agent designated by the
Company (the “Transfer Agent”), of (i) this Warrant, (ii) the attached exercise form properly executed, and (iii)
a certified or official bank check for the Exercise Price for the number of shares of Common Stock issuable upon exercise of this
Warrant (the “Warrant Shares”) specified in the exercise form. If this Warrant is exercised in part only, the Transfer
Agent shall, upon surrender of the Warrant, execute and deliver a new Warrant evidencing the rights of the Holder to purchase the
remaining number of Warrant Shares purchasable hereunder. Upon receipt by the Company of this Warrant in proper form for exercise,
accompanied by payment as aforesaid, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such
exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such
Warrant Shares shall not then be actually delivered to the Holder.
(b)
Conditions
to Exercise or Exchange
. The restrictions in Section 7 shall apply, to the extent applicable by their terms, to any exercise
or exchange of this Warrant permitted by this Section 1.
2.
Reservation
of Shares
. The Company shall, at all times until the Expiration Date, reserve for issuance and delivery upon exercise of this
Warrant the number of Warrant Shares which shall be required for issuance and delivery upon exercise of this Warrant.
3.
Fractional
Interests
. The Company shall not issue any fractional shares or scrip representing fractional shares upon the exercise or exchange
of this Warrant. With respect to any fraction of a share resulting from the exercise or exchange hereof, the Company shall pay
to the Holder an amount in cash equal to such fraction multiplied by the current fair market value per share of Common Stock, determined
as follows:
(a)
If
the Common Stock is listed on a national securities exchange or admitted to unlisted trading privileges on such an exchange, the
current fair market value shall be the last reported sale price of the Common Stock on such exchange on the last Business Day prior
to the date of exercise of this Warrant or, if no such sale is made on such day, the mean of the closing bid and asked prices for
such day on such exchange;
(b)
If
the Common Stock is not so listed or admitted to unlisted trading privileges or quoted on a national securities exchange, the current
fair market value shall be the mean of the last bid and asked prices reported on the last Business Day prior to the date of the
exercise of this Warrant by the OTC Markets Group, Inc.; or
(c)
If
the Common Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the
current fair market value shall be an amount, not less than book value, determined in such reasonable manner as may be prescribed
by the Company in good faith.
4.
No
Rights as Shareholder
. This Warrant shall not entitle the Holder to any rights as a shareholder of the Company, either at law
or in equity. The rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company
except to the extent set forth herein.
5.
Adjustments
in Number and Exercise Price of Warrant Shares
.
5.1 The
number of shares of Common Stock for which this Warrant may be exercised and the Exercise Price therefor shall be subject to adjustment
as follows:
(a)
If the Company is recapitalized through the subdivision or combination of its outstanding
shares of Common Stock into a larger or smaller number of shares, the number of shares of Common Stock for which this Warrant may
be exercised shall be increased or reduced, as of the record date for such recapitalization, in the same proportion as the increase
or decrease in the outstanding shares of Common Stock, and the Exercise Price shall be adjusted so that the aggregate amount payable
for the purchase of all of the Warrant Shares issuable hereunder immediately after the record date for such recapitalization shall
equal the aggregate amount so payable immediately before such record date.
(b) If
the Company declares a dividend on Common Stock payable in Common Stock or securities convertible into Common Stock, the number
of shares of Common Stock for which this Warrant may be exercised shall be increased as of the record date for determining which
holders of Common Stock shall be entitled to receive such dividend, in proportion to the increase in the number of outstanding
shares (and shares of Common Stock issuable upon conversion of all such securities convertible into Common Stock) of Common Stock
as a result of such dividend, and the Exercise Price shall be adjusted so that the aggregate amount payable for the purchase of
all the Warrant Shares issuable hereunder immediately after the record date for such dividend shall equal the aggregate amount
so payable immediately before such record date.
(c) If
the Company distributes to holders of its Common Stock, other than as part of its dissolution or liquidation or the winding up
of its affairs, any shares of its Common Stock, any evidence of indebtedness or any of its assets (other than cash, Common Stock
or securities convertible into Common Stock), the Company shall give written notice to the Holder of any such distribution at least
15 days prior to the proposed record date in order to permit the Holder to exercise this Warrant on or before the record date.
There shall be no adjustment in the number of shares of Common Stock for which this Warrant may be exercised, or in the Exercise
Price, by virtue of any such distribution.
(d)
If
the Company offers rights or warrants generally to the holders of Common Stock which entitle them to subscribe to or purchase additional
Common Stock or securities convertible into Common Stock, the Company shall give written notice of any such proposed offering to
the Holder at least 15 days prior to the proposed record date in order to permit the Holder to exercise this Warrant on or before
such record date. There shall be no adjustment in the number of shares of Common Stock for which this Warrant may be exercised,
or in the Exercise Price, by virtue of any such distribution.
(e)
If
the event, as a result of which an adjustment is made under paragraph (a) or (b) above, does not occur, then any adjustments in
the Exercise Price or number of shares issuable that were made in accordance with such paragraph (a) or (b) shall be adjusted to
the Exercise Price and number of shares as were in effect immediately prior to the record date for such event.
5.2 In
the event of any reorganization or reclassification of the outstanding shares of Common Stock (other than a change in par value
or from no par value to par value, or from par value to no par value, or as a result of a subdivision or combination) or in the
event of any consolidation or merger of the Company with another entity after which the Company is not the surviving entity, at
any time prior to the expiration of this Warrant, upon subsequent exercise of this Warrant the Holder shall have the right to receive
the same kind and number of shares of common stock and other securities, cash or other property as would have been distributed
to the Holder upon such reorganization, reclassification, consolidation or merger had the Holder exercised this Warrant immediately
prior to such reorganization, reclassification, consolidation or merger, appropriately adjusted for any subsequent event described
in this Section 5. The Holder shall pay upon such exercise the Exercise Price that otherwise would have been payable pursuant to
the terms of this Warrant. If any such reorganization, reclassification, consolidation or merger results in a cash distribution
in excess of the then applicable Exercise Price, the holder may, at the Holder's option, exercise this Warrant without making payment
of the Exercise Price, and in such case the Company shall, upon distribution to the Holder, consider the Exercise Price to have
been paid in full, and in making settlement to the Holder, shall deduct an amount equal to the Exercise Price from the amount payable
to the Holder. In the event of any such reorganization, merger or consolidation, the corporation formed by such consolidation or
merger or the corporation which shall have acquired the assets of the Company shall execute and deliver a supplement hereto to
the foregoing effect, which supplement shall also provide for adjustments which shall be as nearly equivalent as may be practicable
to the adjustments provided in this Warrant.
5.3 If
the Company shall, at any time before the expiration of this Warrant, dissolve, liquidate or wind up its affairs, the Holder shall
have the right to receive upon exercise of this Warrant, in lieu of the shares of Common Stock of the Company that the Holder otherwise
would have been entitled to receive, the same kind and amount of assets as would have been issued, distributed or paid to the Holder
upon any such dissolution, liquidation or winding up with respect to such Common Stock receivable upon exercise of this Warrant
on the date for determining those entitled to receive any such distribution. If any such dissolution, liquidation or winding up
results in any cash distribution in excess of the Exercise Price provided by this Warrant, the Holder may, at the Holder's option,
exercise this Warrant without making payment of the Exercise Price and, in such case, the Company shall, upon distribution to the
Holder, consider the Exercise Price to have been paid in full and, in making settlement to the Holder, shall deduct an amount equal
to the Exercise Price from the amount payable to the Holder.
6.
Notices
to Holder
. So long as this Warrant shall be outstanding (a) if the Company shall pay any dividends or make any distribution
upon the Common Stock otherwise than in cash or (b) if the Company shall offer generally to the holders of Common Stock the right
to subscribe to or purchase any shares of any class of Common Stock or securities convertible into Common Stock or any similar
rights or (c) if there shall be any capital reorganization of the Company in which the Company is not the surviving entity, recapitalization
of the capital stock of the Company, consolidation or merger of the Company with or into another corporation, sale, lease or other
transfer of all or substantially all of the property and assets of the Company, or voluntary or involuntary dissolution, liquidation
or winding up of the Company, then in such event, the Company shall cause to be mailed to the Holder, at least 30 days prior to
the relevant date described below (or such shorter period as is reasonably possible if 30 days is not reasonably possible), a notice
containing a description of the proposed action and stating the date or expected date on which a record of the Company's shareholders
is to be taken for the purpose of any such dividend, distribution of rights, or such reclassification, reorganization, consolidation,
merger, conveyance, lease or transfer, dissolution, liquidation or winding up is to take place and the date or expected date, if
any is to be fixed, as of which the holders of Common Stock of record shall be entitled to exchange their shares of Common Stock
for securities or other property deliverable upon such event.
7.
Transfer,
Exercise, Exchange, Assignment or Loss of Warrant, Warrant Shares or Other Securities
.
7.1 This
Warrant may be transferred, exercised, exchanged or assigned (“transferred”), in whole or in part, subject to the following
restrictions. This Warrant and the Warrant Shares or any other securities (“Other Securities”) received upon exercise
of this Warrant shall be subject to restrictions on transferability until registered under the Securities Act of 1933, as amended
(the “Securities Act”), unless an exemption from registration is available. Until this Warrant and the Warrant Shares
or Other Securities are so registered, this Warrant and any certificate for Warrant Shares or Other Securities issued or issuable
upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the
Company, stating that this Warrant the Warrant Shares or Other Securities may not be sold, transferred or otherwise disposed of
unless, in the opinion of counsel satisfactory to the Company, which may be counsel to the Company, that this Warrant, the Warrant
Shares or Other Securities may be transferred without such registration. This Warrant and the Warrant Shares or Other Securities
may also be subject to restrictions on transferability under applicable state securities or blue sky laws. Until this Warrant and
the Warrant Shares or Other Securities are registered under the Securities Act, the Holder shall reimburse the Company for its
expenses, including attorneys’ fees, incurred in connection with any transfer or assignment, in whole or in part, of this
Warrant or any Warrant Shares or Other Securities.
7.2 Until
this Warrant, the Warrant Shares or Other Securities are registered under the Securities Act, the Company may require, as a condition
of transfer of this Warrant, the Warrant Shares, or Other Securities, that the transferee (who may be the Holder in the case of
an exercise or exchange) represent that the securities being transferred are being acquired for investment purposes and for the
transferee's own account and not with a view to or for sale in connection with any distribution of the security.
7.3
Any
transfer permitted hereunder shall be made by surrender of this Warrant to the Company or to the Transfer Agent at its offices
with a duly executed request to transfer the Warrant, which shall provide adequate information to effect such transfer and shall
be accompanied by funds sufficient to pay any transfer taxes applicable. Upon satisfaction of all transfer conditions, the Company
or Transfer Agent shall, without charge, execute and deliver a new Warrant in the name of the transferee named in such transfer
request, and this Warrant promptly shall be cancelled.
7.4 Upon
receipt by the Company of evidence satisfactory to it of loss, theft, destruction or mutilation of this Warrant and, in the case
of loss, theft or destruction, of reasonable satisfactory indemnification, or, in the case of mutilation, upon surrender of this
Warrant, the Company will execute and deliver, or instruct the Transfer Agent to execute and deliver, a new Warrant of like tenor
and date, any such lost, stolen or destroyed Warrant thereupon shall become void.
8.
Representations
and Warranties of the Holder
. The Holder hereby represents and warrants to the Company with respect to the issuance of the
Warrant as follows:
8.1
Experience
.
The Holder has substantial experience in evaluating and investing in securities in companies similar to the Company so that such
Holder is capable of evaluating the merits and risks of such Holder’s investment in the Company and has the capacity to protect
such Holder’s own interests.
8.2
Investment
.
The Holder is acquiring this Warrant (and the Warrant Shares issuable upon exercise of this Warrant) for investment for such Holder’s
own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. The
Holder understands that this Warrant (and the Warrant Shares issuable upon exercise of the Warrant) have not been, and will not
be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act
which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Holder’s representations
as expressed herein. The Holder further understands that, at the time Holder wishes to sell the Warrant Shares, there may be no
public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not have filed
all reports and other materials required under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, other than
Form 8-K reports, during the preceding 12 months, and that, in such event, because the Company may have been a “shell company”
as contemplated under Rule 144(i), Rule 144 will not be available to the Holder.
8.3
Held
Indefinitely
. The Holder acknowledges that this Warrant (and the Warrant Shares issuable upon exercise of this Warrant) must
be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available.
8.4
Accredited
Holder
. The Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities
Act.
8.5
Legends
.
The Holder understands and acknowledges that the certificate(s) evidencing the securities issued by the Company will be imprinted
with a restrictive legend as referenced in Section 7.1 above.
8.6
Access
to Data
. The Holder has had an opportunity to discuss the Company’s business, management, and financial affairs with
the Company’s management and the opportunity to review the Company’s facilities and business plans. The Holder has
also had an opportunity to ask questions of officers of the Company, which questions were answered to its satisfaction.
8.7
Authorization
.
This Warrant and the agreements contemplated hereby, when executed and delivered by the Holder, will constitute a valid and legally
binding obligation of the Holder, enforceable in accordance with their respective terms.
8.8
Brokers
or Finders
. Except as otherwise set forth in the Purchase Agreement, the Company has not incurred, and will not incur, directly
or indirectly, as a result of any action taken by such Holder, any liability for brokerage or finders’ fees or agents’
commissions or any similar charges in connection with this Warrant or any transaction contemplated hereby.
9.
Notices
.
All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given,
if delivered in person or mailed, certified, return-receipt requested, postage prepaid to the address set forth on the signature
page below. Any party hereto may from time to time, by written notice to the other parties, designate a different address, which
shall be substituted for the one specified below for such party. If any notice or other document is sent by certified or registered
mail, return receipt requested, postage prepaid, properly addressed as aforementioned, the same shall be deemed served or delivered
72 hours after mailing thereof. If any notice is sent by fax or email to a party, it will be deemed to have been delivered on the
date the fax or email thereof is actually received, provided the original thereof is sent by certified mail, in the manner set
forth above, within 24 hours after the fax or email is sent.
10.
Amendment
.
Any provision of this Warrant may be amended or the observance thereof may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written consent of the Company and the Required Holders.
11.
Governing
Law
. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect
to its conflict of law provisions.
12.
Securities
Registration
.
12.1 In
the event, Company proposes to register any shares of Common Stock under the Securities Act, for sale or re-sale to the general
public solely for cash on a form that also permits the re-sale of Warrant Shares (the “Registrable Shares”), the Company
will (i) promptly give to Holder written notice thereof and (ii) use commercially reasonable efforts to include in such registration
and in a related underwriting, if any, all Registrable Shares specified in a written request by Holder, which request must be received
by the Company within 15 days of notice from Company of the intent to register Shares, subject to the following subsection Holder
shall be entitled to participate in a maximum of one such registration. All expenses of registration will be borne by the Company,
except that Holder will be responsible for all underwriting discounts and selling commissions applicable to the sale of Registrable
Securities and all fees and disbursements of counsel or other advisers for such Holder. As a condition to any registration hereunder,
Holder must promptly furnish in writing to the Company (and in any event within 10 days of request) such information regarding
Holder and the distribution proposed by Holder as the Company may request and as may be required in connection with any registration,
qualification, or efforts to comply with applicable laws, rules and regulations, and to execute such documents in connection with
such registration as the Company may reasonably request, and will be solely responsible therefor. If a registration statement is
proposed to be filed by the Company under the Securities Act, in connection with a private placement of securities and Holder requests
that the Registrable Shares be included in that registration. Holder shall be subject to the same terms and conditions with regard
to the Company's obligations to register such Registrable Shares as other holders of securities being registered pursuant to such
registration statement.
12.2 If
the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company will
so advise Holder as a part of the written notice given under the preceding subsection. In that case, the right of Holder to registration
will be conditioned on Holder’s participation in such underwriting and all persons proposing to distribute Registrable Shares
through such underwriting will enter into an underwriting agreement in customary form with the underwriter or underwriters selected
for such underwriting by the Company. If the underwriter of the offering determines that marketing factors require a limitation
on the number of Registrable Securities to be sold for the account of persons other than the Company, the Company will be required
to include in the relevant offering and registration only so many of such Registrable Shares, in addition to any shares of Common
Stock to be offered by the Company, as the underwriter believes in good faith would not adversely affect the distribution of the
securities to be registered and sold by the Company. If Holder participates in a registration, Holder will not, if so requested
by the Company and an underwriter of securities of the Company, sell or otherwise transfer or dispose of any other securities of
the Company other than pursuant to the registration statement for a period not to exceed 180 days.
12.3 In
the event the Company proposes to register any shares of Common Stock under the Securities Act, the Company will (i) promptly give
to Holder written notice thereof and (ii) use commercially reasonable efforts to include in such registration all of Holder’s
Warrant Shares on such registration statement (the “Registrable Shares”). Holder agrees that Holder will permit the
Company to register all Registrable Shares Holder holds. The Company will take all necessary actions and make all necessary filings
to keep the registration statement (the “Registration Statement”) registering the Registrable Shares effective for
a period that extends from the first date on which the Securities and Exchange Commission issues an order of effectiveness in relation
to the Registration Statement until such date as the Company’s counsel issues a legal opinion asserting that the Qualified
Financing Registrable Shares are available for resale under Rule 144 of the Securities Act. As a condition to any registration
hereunder, Holder must promptly furnish in writing to the Company (and in any event within 10 days of request) such information
regarding Holder and the distribution proposed by Holder as the Company may request and as may be required in connection with any
registration, qualification, or efforts to comply with applicable laws, rules and regulations, and to execute such documents in
connection with such registration as the Company may reasonably request, and will be solely responsible therefor. All expenses
of registration will be borne by the Company, except that Holder will be responsible for all underwriting discounts and selling
commissions applicable to the sale of the Qualified Financing Registrable Securities and all fees and disbursements of counsel
or other advisers for such Holder.
13.
Counterpart
.
This Warrant may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other
transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective
for all purposes.
IN
WITNESS WHEREOF, the Company and the Holder have executed this Warrant as of the date first above written.
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COMPANY:
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REZOLUTE, INC.
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By:
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Name:
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Morgan Fields
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Title:
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Chief Accounting Officer
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Address:
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1450 Infinite Drive
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Louisville, Colorado 80027,
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Email: mfields@rezolutebio.com
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Acknowledged and Agreed to by:
HOLDER:
If an Individual:
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By:
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(signature of individual)
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Name:
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(print name individual)
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If an Entity:
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Entity:
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(print name of entity)
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By:
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(signature of authorized signatory)
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Name:
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(print name of authorized signatory)
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Title:
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(title of authorized signatory)
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Exhibit 10.1
THIS SENIOR SECURED PROMISSORY NOTE AND
ANY SHARES OF CAPITAL STOCK ACQUIRED UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN OPINION OF COUNSEL OR OTHER TRANSFER DOCUMENTATION SATISFACTORY TO RESOLUTE, INC.
THAT SUCH REGISTRATION IS NOT REQUIRED.
REZOLUTE, INC.
SENIOR SECURED PROMISSORY NOTE
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Date: _____________, 2018
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$[______]
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FOR VALUE RECEIVED, the undersigned, REZOLUTE,
INC, a Delaware corporation (“
Company
”), promises to pay to the order of [___________], a [______] (“
Holder
”)
at [INSERT ADDRESS] or such address as the Holder may specify in writing, the principal sum of $[________] with interest until
maturity, whether by acceleration or otherwise, at a rate equal to the lesser of (a) the Maximum Lawful Rate (as hereafter defined)
or (b) 12% interest per annum. Interest shall be calculated on the basis of a 365-day year for the actual number of days the principal
or accrued and unpaid interest is outstanding.
1. The
principal amount payable under this Promissory Note (“
Note
”) shall be the loan made by the Holder to the Company,
less any principal payments made in accordance with the terms hereof to the Holder by the Company. Interest shall accrue under
this Note beginning on the date first set forth above, which is the date the Company issued the Note to the Holder, and shall accrue
and be computed on the principal balance and accrued and unpaid interest outstanding from time to time under this Note until the
same is paid in full. Interest payable hereunder shall be due on the fifteenth day of the month following each calendar quarter
of each year (i.e., on April 15, July 15, October 15, and January 15) until the Maturity Date, as defined below, when all amounts
outstanding under this Note shall be due and payable in full.
2. This
Note is one of a series of Notes issued under the Securities Purchase and Security Agreement dated __________, 2018 by and among
the Company and the purchasers party thereto (the “
Purchase Agreement
”). For the avoidance of doubt, all Notes,
regardless of issuance date, shall rank
pari passu
in right of payment.
3. All
payments under this Note shall be in immediately available United States funds, without setoff or counterclaim. If any payment
of principal or interest under this Note shall be payable on a day other than a Business Day such payment shall be extended to
the next succeeding Business Day and interest shall be payable at the rate specified in this Note during such extension. “
Maturity
Date
” means the earlier to occur of: (a) January 31, 2019, (b) a Change of Control or (c) if the obligations of the Company
under this Note are accelerated in connection with an Event of Default (as defined below), (i) in the case of an Event of Default
described in Paragraphs 5(a) or 5(b) below, the date the Holder provides the Company with notice that it is declaring the obligations
of the Company under this Note to be immediately due and payable or (ii) in the case of an Event of Default described in Paragraphs
5(c) or 5(d) below, the date of the occurrence of such Event of Default.
4. In
the event that that this Note remains outstanding and the Company successfully offers and sells at least $15 million of its securities
in a single equity financing (a “
Qualified Financing
”), then the outstanding principal and interest due hereunder
shall be automatically and immediately converted at the closing of the Qualified Financing into the securities being issued in
the Qualified Financing at a 20% discount to the terms set forth in such Qualified Financing. The shares of the Company’s
capital stock issued upon conversion of this Note shall have all of the organic and contractual rights, preferences, privileges
and obligations, including dividend, liquidation, voting, non-voting and economic rights, and, except as specified herein, shall
be issued in accordance with the same terms and conditions as the securities offered in the Qualified Financing. Upon the date
of any automatic conversion of this Note, the principal and accrued interest shall be automatically converted without further action
by the Holder and whether or not this Note is surrendered to the Company. The Company shall not be obligated to issue certificates
evidencing the shares of the Company’s capital stock issuable upon conversion unless (a) this Note is delivered to the Company,
or the Holder notifies the Company that this Note has been lost, stolen or destroyed and executes an agreement reasonably satisfactory
to the Company to indemnify the Company from any damages incurred by it in connection with such loss, mutilation or destruction,
and (b) the Holder executes and delivers to the Company such documentation related to the Qualified Financing as the Company may
reasonably request. The Company shall, at its sole cost and within five Business Days after compliance with the immediately preceding
sentence, issue and deliver certificates representing the number of fully paid and non-assessable shares of capital stock into
which the Note converts in accordance with Paragraph (bearing such legends as are required by applicable state and federal laws
in the opinion of counsel to the Company), and any other securities and property to which the Holder is entitled upon such conversion
under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described in Paragraph 14.
Upon conversion of the Note pursuant to this Paragraph, the Company shall take all action necessary and appropriate to designate
and authorize a sufficient number of shares of the Company’s capital stock (and common stock upon conversion of any preferred
stock) to be issued in the event of a conversion pursuant to this Paragraph. The conversion shall be deemed to have been made immediately
upon the consummation of the Qualified Financing.
5. Each
of the following shall constitute an “
Event of Default
” hereunder:
(a) Failure
by the Company to make any required payment of principal, accrued interest or any other amount under this or any other Note when
due and payable.
(b) The
failure of the Company to materially comply with any of its obligations, agreements and covenants in herein or in the Purchase
Agreement or Warrant being entered into concurrently herewith, or any material breach by the Company of the Purchase Agreement
or Warrant, which such failure continues uncured for 10 Business Days after written notice thereof.
(c) (i)
the filing by the Company of a voluntary petition in bankruptcy or a voluntary petition or any answer seeking reorganization, arrangement,
readjustment of the Company’s debts or for any other relief under the federal bankruptcy code, or under any other existing
or future federal or state insolvency act or law, (ii) the application by the Company for, or the appointment by consent or acquiescence
of, a receiver or trustee of the Company or for all or a substantial part of the Company’s property, or (iii) the making
by the Company of an assignment for the benefit of creditors.
(d) (i)
the filing of any involuntary petition against the Company in bankruptcy or seeking reorganization, arrangement, or readjustment
of the Company’s debts or for any other relief under the Federal bankruptcy code, or under any other existing or future federal
or state insolvency act or law, or (ii) the involuntary appointment of a receiver or trustee of the Company for all or a substantial
part of the Company’s property, and a continuance of any such events for a period of 60 days not dismissed, unbonded or undischarged.
Upon the occurrence of any Event of Default
described in Paragraphs (a) or (b) above, the Holder, may, at his, her or its option, declare the unpaid principal balance of,
all accrued and unpaid interest on, and all other sums payable with regard to, this Note to be immediately due and payable, and
demand payment therefor, and may exercise any of its rights and remedies for collection of this Note whether set forth herein or
otherwise available under law. Upon the occurrence of an Event of Default described in Paragraphs (c) or (d) above, the unpaid
principal balance of, all accrued, unpaid interest on, and all other sums payable with regard to, this Note shall automatically
and immediately become due and payable, without any further action on the part of the Holder. The remedies provided herein shall
be cumulative and concurrent, and may be pursued singly, successively, or together against the Company at the sole discretion of
the Holder, and any failure of the Holder, to exercise any right hereunder at any time shall not be construed as a waiver of the
right to exercise the same or any other right at any other time. Holder’s obligation to advance any amounts to the Company
pursuant to this Note shall terminate upon the occurrence and continuance of an Event of Default. In addition, upon the occurrence
and during the continuation of an Event of Default hereunder, all Secured Obligations, including principal, interest, compounded
interest, and professional fees, shall bear interest at a rate per annum equal to 15% per annum.
6. This Note is secured
by a lien on certain assets of the Company, as set forth in the Purchase Agreement.
7. A
“
Change of Control
” shall mean (a) the acquisition of the Company by another entity by means of any transaction
or series of related transactions to which the Company is a party (including, without limitation, any stock acquisition, reorganization,
merger or consolidation, but excluding any sale of stock for capital raising purposes and any transaction effected primarily for
purposes of changing the Company’s jurisdiction of incorporation) other than a transaction or series of related transactions
in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related
transactions retain, immediately after such transaction or series of transactions, as a result of shares in the Company held by
such holders prior to such transaction or series of transactions, at least a majority of the total voting power represented by
the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving
or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent), or (b) a sale, lease
or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of
any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary
of the Company. For the avoidance of doubt, a transaction will not constitute a “Change of Control” if (i) its
sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially
the same proportions by the individuals or entities which held the Company’s securities immediately prior to such transaction
or (ii) such transaction is a Qualified Financing.
8. The
Company waives presentment, demand, protest, notice of dishonor, notice of demand or intent to demand, notice of acceleration or
intent to accelerate, and all other notices and agrees that no extension or indulgence of the Company or release, substitution
or non-enforcement of any security, or release or substitution of the Company, any guarantor or any other party, whether with or
without notice, shall affect the obligations of the Company.
9. The
Company agrees to reimburse the Holder of this Note for any and all reasonable costs and expenses (including without limitation,
court costs, legal expenses and reasonable and documented attorneys’ fees, whether inside or outside counsel is used, whether
or not suit is instituted and, if suit is instituted, whether at the trial court level, appellate level, in a bankruptcy or administrative
proceeding or otherwise) incurred in collecting or attempting to collect this Note or incurred in any other matter or proceeding
relating to this Note.
10. All
notices, demands, declarations, consents, directions, approvals, instructions, requests and other communications required or permitted
by this Note shall be in writing and shall be given to the Holder at its address set forth in the first paragraph of this Note,
and to the Company at 1450 Infinite Drive, Louisville, Colorado, 80027.
11. The
provisions of this Note may be amended or waived only in a written instrument signed by the Company and the Required Holders as
defined in the Purchase Agreement. Any amendment or waiver effected in accordance with this paragraph will be binding upon the
Company and the Holder and the Company shall promptly provide the Holder with written notice of and detailing any such amendment
or waiver.
12. If
any provision of this Note is unenforceable in whole or part for any reason, the remaining provisions shall continue to be effective.
THIS NOTE IS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES.
13. Anything
herein to the contrary notwithstanding, the obligations of the Company hereunder shall be subject to the limitation that payments
of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent)
that contracting for or receiving such payment would be contrary to the provisions of any law applicable to this Note limiting
the highest rate of interest which may be lawfully contracted for, charged or received by Holder, and in such event the Company
shall pay Holder interest at the highest rate permitted by applicable law (“
Maximum Lawful Rate
”); provided,
however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, the Company
shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Holder, is
equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this
paragraph) the interest rate payable since the date of this Note.
14. No
fractional shares shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to the Holder
upon the conversion of this Note, the Company shall, without further action required by Holder, round up any fractional share amount
to the nearest whole number and Holder’s ownership adjusted as such shall be reflected on the books and records of the Company.
15. This
Note may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for
all purpose.
16. So
long as any of the Notes remain outstanding, the Company will not issue or incur any indebtedness for borrowed money (“
New
Debt
”) if such New Debt is, by its terms, due prior to the Maturity Date, without the prior written consent of the
Required Holders. Notwithstanding the foregoing, the Company may incur additional indebtedness that ranks junior or
pari passu
in right of payment to the Notes without obtaining consent from the Required Holders. For the avoidance of doubt, this Section
16 shall not apply to any indebtedness outstanding as of the Effective Date.
17. The
Company may not prepay this or any other Note in whole or in part at any time without the prior written consent of the Required
Holders.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the
undersigned has caused this Note to be executed by its duly authorized officer as of the date first above written.
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COMPANY:
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REZOLUTE, INC.
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a Delaware corporation
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By:
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Name:
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Morgan Fields
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Title:
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Chief Accounting Officer
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Acknowledged and agreed by the Holder
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If an Individual:
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By:
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(signature of individual)
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Name:
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(print name individual)
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If an Entity:
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Entity:
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(print name of entity)
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By:
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(signature of authorized signatory)
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Name:
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(print name of authorized signatory)
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Title:
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(title of authorized signatory)
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