THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ACT) OR THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW OR, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND MAY BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE UNITED STATES ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE ACT AND, IF REQUESTED, BY GENOMEDX BIOSCIENCES INC. (THE COMPANY), UPON DELIVERY OF AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.
THIS WARRANT AND THE UNDERLYING SECURITIES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, (A COPY OF WHICH MAY BE OBTAINED ;UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH WARRANT AND THE UNDERLYING SECURITIES EVIDENCED HEREBY THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.
GENOMEDX BIOSCIENCES INC.
WARRANT TO PURCHASE COMMON SHARES
Void After January 31, 2023
THIS WARRANT CERTIFIES THAT, for value received, MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH, a Minnesota charitable corporation (the Holder) is entitled, subject to the terms and conditions hereinafter set forth, to subscribe for and purchase from GENOMEDX BIOSCIENCES INC., a corporation with its principal office at 311 Water Street, 4th Floor, Vancouver, B.C., Canada, V6B 1B8 (the Company) one million six-hundred and seventy-five thousand (1,675,000) Class A common shares in the capital of the Company, subject to adjustment pursuant to the terms herein, including but not limited to adjustment pursuant to Section 6 below (the Exercise Shares).
This Warrant is being issued pursuant to the terms of that certain Patent and Know-How License Agreement dated February 1, 2013, by and among the Company and the Holder.
1. EXERCISE PRICE. As used herein, the term Exercise Price shall mean One Dollar and Fourteen Cents ($1.14) in United States currency, per Exercise Share, subject to adjustment pursuant to Section 6 below.
2. TERM OF WARRANT. This Warrant shall terminate on January 31, 2023, being the date that is ten (10) years following the date of issuance (the Expiry Time).
3. EXERCISE OF WARRANT. Unless a net exercise is made pursuant to the terms of Section 3 hereof, the rights represented by this Warrant may be exercised in whole or in part at any time prior to the Expiry