Form of Warrant Amendment Agreement
Exhibit 4.4
November 14, 2022
Holder of Warrants to Purchase Common Stock issued in June 2021 (521,739 warrants @$51.75 per share) and in February 2022 (597,826 warrants @$18.00 per share)
Re: Amendment to Existing Warrants
Dear Holder:
Reference is hereby made to the concurrent private placement on or about the date hereof (the Offering) by Surgalign Holdings, Inc. (the Company) of its securities (collectively, the Securities).
This letter confirms that, in consideration for the Holders participation in the Offering and purchase of Securities in the Offering (the Purchase Commitment), the Company hereby amends, effective as of the closing of the Offering, the Holders existing warrants to purchase up to 521,739 shares of Common Stock at an exercise price of $51.75 per share issued in June 2021 and expire in June 2024 and up to 597,826 shares of Common Stock at an exercise price of $18.00 per share issued in February 2022 and expire on February 2027 (collectively, the Existing Warrants), by (i) reducing the Exercise Price (as defined therein) of the Existing Warrants to $1.815 per share, and (ii) amending the expiration date of the Existing Warrants to five (5) years following the closing of the Offering (all Existing Warrants are immediately exercisable) (the Warrant Amendment). The Warrant Amendment shall be effective upon the closing the Offering and the satisfaction of the other terms and conditions referenced below. This Warrant Amendment amends and restates in its entirety the warrant amendment entered into between the parties on November 13, 2022.
The Warrant Amendment is subject to the consummation of the Offering and the Holders satisfaction of the Purchase Commitment. In the event that either (i) the Offering is not consummated, or (ii) the Holder does not satisfy the Purchase Commitment, the Warrant Amendment shall be null and void and the provisions of the Existing Warrants in effect prior to the date hereof shall remain in effect.
Except as expressly set forth herein, the terms and provisions of the Existing Warrants shall remain in full force and effect after the execution of this letter and shall not be in any way changed, modified or superseded except by the terms set forth herein.
From and after the effectiveness of the Warrant Amendment, the Company agrees to promptly deliver to the Holder, upon request, amended Existing Warrants that reflect the Warrant Amendments in exchange for the surrender for cancellation of the Holders Existing Warrants to be amended as provided herein.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
SURGALIGN HOLDINGS, INC. | ||
By: | ||
Name: | ||
Title: |
Name of Holder: ________________________________________________________
Signature of Authorized Signatory of Holder: __________________________________
Name of Authorized Signatory: ____________________________________________________
[SIGNATURE PAGE TO WARRANT AMENDMENT AGREEMENT]