Closing Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth in Schedule A, that number of Closing Shares and Pre-funded Warrants set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Closing Shares and Pre-funded Warrants which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Closing Securities. The term “
Closing Securities. Upon the terms and subject to the conditions herein contained, (x) the Company agrees to sell to each Purchaser, and each Purchaser agrees to purchase from the Company, at a closing to occur immediately following the Effective Time (as such term is defined in that certain Agreement and Plan of Merger and Reorganization by and among the Company, REM 1 Acquisition, Inc. and ArTara Therapeutics, Inc., dated as of the date hereof (the “Merger Agreement”)), that number of Securities set forth opposite such Purchaser’s name on the Schedule of Purchasers under the heading “Company Closing Shares” for the purchase price to be paid by each Purchaser set forth opposite such Purchaser’s name on the Schedule of Purchasers, and (y) ArTara agrees to sell to each Purchaser, and each Purchaser agrees to purchase from ArTara, at a closing to occur immediately prior to the Effective Time, that number of Securities set forth opposite such Purchaser’s name on the Schedule of Purchasers under the heading “ArTara Closing Shares” for the purchase price to be paid by each Purchaser set forth opposite such Purchaser’s name on the Schedule of Purchasers (the “ArTara Closing”). The closings referred to in clauses (x) and (y) of the first sentence of this Section 2.01 shall be referred to together herein as the “Closing” and the date of the Closing shall be referred to herein as the “Closing Date.””
Closing Securities. Upon the terms and subject to the conditions herein contained, the Company agrees to sell to each Purchaser, and each Purchaser agrees to purchase from the Company, at a closing (the “Closing” and the date of the Closing, the “Closing Date”) to occur immediately following the Effective Time (as such term is defined in that certain Agreement and Plan of Merger and Reorganization by and among the Company, REM 1 Acquisition, Inc. and ArTara Therapeutics, Inc., dated as of the date hereof (the “Merger Agreement”)), that number of Securities set forth opposite such Purchaser’s name on the Schedule of Purchasers under the heading “Closing Shares” (the “Closing Shares”) for the purchase price to be paid by each Purchaser set forth opposite such Purchaser’s name on the Schedule of Purchasers.
Closing Securities. Subject to the satisfaction of all of the conditions set forth in this Agreement, at the Closing, Buyer shall issue the Closing Securities to the Sellers in accordance with the allocation set forth on Exhibit A attached hereto. STG_319977.13
Closing Securities. Underwriter Number of Closing Shares to Be Purchased Number of Closing Pre-funded Warrants to Be Purchased Number of Option Shares to Be Purchased if the Maximum Over-Allotment Option Is Exercised Aegis Capital Corp. 366,000 0 54,900 EXHIBIT 5.10.3.1 Form of Lock-Up Waiver [●], 202[●] [Waiver Recipient Name and Address] Re: Lock-Up Agreement Waiver Ladies and Gentlemen: [Pursuant to Section 8.9 of the Underwriting Agreement, dated October 8, 2024 (the “Underwriting Agreement”), among Sacks Parente Golf, Inc., a Delaware corporation (the “Company”), and Aegis Capital Corp. (the “Underwriter”), and the Lock-Up Agreement, dated October 8, 2024 (the “Lock-Up Agreement”), between you and the Underwriter relating to the Company’s Common Stock, without par value per share (the “Share”), the Underwriter hereby gives its consent to allow you to sell up to [●] Shares [solely from and including [DATE] to and including [DATE]].] [Pursuant to Section 5.10 of the Underwriting Agreement, the Underwriter hereby gives its consent to allow the Company to issue and sell up to [●] Shares pursuant to an offering of the Shares to commence prior to the expiration of the Lock-Up Period as defined in the Underwriting Agreement[, provided that such offering closes on or prior to [●]].] AEGIS CAPITAL CORP. By: Name: Rxxxxx Xxxx Title: Chief Executive Officer EXHIBIT 5.10.3.2 Form of Lock-Up Waiver Press Release SACKS PARENTE GOLF, INC. [Date] SACKS PARENTE GOLF, INC., a Delaware corporation (the “Company”) announced today that Aegis Capital Corp., acting as the Underwriter in the Company’s recent public offering of the Company’s Shares, is [waiving] [releasing] a lock-up restriction with respect to the Company’s Common Stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date], and the Shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended. EXHIBIT 8.9 Form of Lock-Up Agreement
Closing Securities. At any one time after the date hereof, CRW may request, in writing, that the Company effect the registration of 198,893 of the Closing Securities owned by CRW on a form that may be used for the registration of Registrable Securities. If CRW intends to distribute the Closing Securities by means of an underwriting, it shall so advise the Company in its request. In the event such registration is underwritten, the right of other holders of Registrable Securities to participate shall be conditioned on such holders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all holders of Registrable Securities. Such holders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Securities as such holders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Securities requested to be registered by all holders may not be included in the offering, then the Company shall include in such registration (i) first, the Closing Securities requested to be included therein by CRW and (ii) second, the Registrable Securities requested to be included therein by the other holders of the Registrable Securities requesting to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration (on a form that may be used for the registration of Registrable Securities) of all such Registrable Securities. The Company shall keep any registration statement filed pursuant to this Section effective for a period of not less than 45 days.
Closing Securities. Upon the terms and subject to the conditions herein contained, the Company agrees to sell to each Purchaser, and each Purchaser agrees to purchase from the Company, that number of shares of Series E Preferred Stock and Common Stock set forth opposite such Purchaser’s name on the Schedule of Purchasers under the heading “First Closing” for the purchase price to be paid by each Purchaser set forth opposite such Purchaser’s name on the Schedule of Purchasers, for aggregate gross proceeds of $5,999,624.75, each share of Series E Preferred Stock being issued and sold for a purchase price of $575.00 per share and each share of Common Stock being issued and sold for a purchase price of $5.75 per share.
Closing Securities
