Alliance Global Partners. Total * Each Firm Warrant and Option Warrant is exercisable into _______ Shares. Public Offering Price per Option Share: $ Public Offering Price per Option Warrant: $ Pre-Funded Warrant Exercise Price: $ Warrant Exercise Price: $ Underwriting Discount per Option Share: $ Underwriting Discount per Option Warrant: $ Proceeds to Company per Option Share: $ Proceeds to Company per Option Warrant: $ The terms of the Warrants set forth on Exhibit A and the Pre-Funded Warrants set forth on Exhibit B are incorporated by reference herein. Schedule I SCHEDULE II Free Writing Prospectuses Schedule II SCHEDULE III Lock-up Parties Schedule II Exhibit A – Form of Warrant Exhibit A Exhibit B – Form of Pre-Funded Warrant Exhibit B Exhibit C – Form of Representative’s Warrant Exhibit D – Form of Lock-up Agreement
Alliance Global Partners. Underwriter Number of Option Shares Number of Option Warrants A.G.P./Alliance Global Partners SCHEDULE 2-A Pricing Information Number of Class A Units: Number of Class B Units: Number of Option Shares: Number of Option Warrants: Public Offering Price per Class A Unit: $0.__ Underwriting Discount per Class A Unit: $0.____ Public Offering Price per Class B Unit: $1,000 Underwriting Discount per Class B Unit: $70 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 3 List of Lock-Up Parties ● Sexx Xxxxxxxx ● Grxxxxx Xxxxxxxx ● Brxxxxx Xxxxxxx ● Jexxxxx Xxxxx Xxxxxx ● Maxxxxxx Xxxxx Xexx ● Paxxxxx X. Xxxxx ● Gen. Daxxx Xxxxxx ● Doxxxx X. Xxxxxx ● Chxxxxx X. Xxxxxx ● Adxxxx Xxxxxxxx ● Joxx Xxxxxx EXHIBIT A Lock-Up Agreement _______________, 2018 Alliance Global Partners 590 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”) of shares of common stock, par value $0.001 per share, of the Company (the “Common Shares”), shares of Series A Convertible Preferred Stock, par value $0.001 per share, of the Company (the “Preferred Shares”) and warrants to purchase common stock (the “Warrants” and together with the Common Shares and Preferred Shares, the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
Alliance Global Partners. Xxx Xxxxxxx (xxxxxxxx@xxxxxxxxx.xxx) With copies to: xxx@xxxxxxxxx.xxx SCHEDULE 4 Subsidiaries Incorporated by reference to Exhibit 21 of the Company’s most recently filed Form 10-K. Form of Representation Date Certificate Pursuant to Section 7(l) The undersigned, the duly qualified and elected [•], of Paramount Gold Nevada Corp., a Nevada corporation (the “Company”), does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(l) of the Sales Agreement, dated March 8, 2024 (the “Sales Agreement”), among the Company, Cantor Xxxxxxxxxx & Co. and A.G.P./Alliance Global Partners, that to the best of the knowledge of the undersigned:
Alliance Global Partners. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both the Placement Agent and the Company. The representations, warranties, agreements and covenants contained herein shall survive the Closing Date of the Placement and delivery of the Placement Agent Securities for the applicable statute of limitations. This Agreement may be executed in two or more counterparts, all of which when taken together 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, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.
Alliance Global Partners. The Adviser acknowledges that the Fee is in addition to any compensation you earn in connection with your role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above. In the event the Offering does not proceed, you will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to you pursuant to the terms of the Underwriting Agreement.
Alliance Global Partners. The Company and the Sales Agent acknowledge and agree that $6,000,000 includes $351,576 of gross proceeds from the sale through the Sales Agent of Common Stock in January 2019. Accordingly, Common Stock with an aggregate offering price of up to $5,648,424 remains available for offer and sale pursuant to this Agreement.
Alliance Global Partners. All capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement. The Company hereby certifies as follows:
Alliance Global Partners. Xxxxxx X. Xxxxxxx, Managing Director (xxx@xxxxxxxxx.xxx) COMPENSATION The Sales Agent shall be paid compensation equal to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of this Agreement and shall be reimbursed for certain expenses in accordance with Section 7(g) of this Agreement. The foregoing rate of compensation shall not apply when the Sales Agent acts as principal, in which case the Company may sell the Placement Shares to such Sales Agent as principal at a price agreed upon at the relevant Point of Sale pursuant to the applicable Placement Notice. SCHEDULE 4 SCHEDULE OF SUBSIDIARIES
