EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. Warrant No. [•] OptiNose, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [•] or its registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [•] shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $[0.001] per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”), upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the date hereof (the “Original Issue Date”), subject to the following terms and conditions:
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EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. Warrant No5 Insert for executive officer Purchaser. [•] OptiNoseForm of Lock-Up Agreement Form of Lock-Up Agreement A.G.P./Alliance Global Partners 000 Xxxxxxx Xxxxxx, 00xx Xxxxx New York, New York 10022 Ladies and Gentlemen: The undersigned understands that you (“AGP” or the “Placement Agent”) propose to enter into a Placement Agency Agreement (the “Placement Agency Agreement”) providing for the offer and sale (the “Offering”) of (i) shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of Cibus, Inc., a Delaware corporation (the “Company”) and (ii) warrants to purchase shares of Common Stock (each, a “Common Warrant” and together with the Common Stock, the “Securities”). In consideration of the execution of the Placement Agency Agreement by AGP, hereby certifies that, and for other good and valuable consideration, the receipt undersigned hereby irrevocably agrees that, without the prior written consent of AGP, the undersigned will not, directly or indirectly, (a) offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could reasonably be expected to, result in the transfer or disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, (i) shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and sufficiency regulations of the Securities and Exchange Commission and over which are hereby acknowledgedthe undersigned exercises investment discretion and (ii) shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock; (b) enter into any swap or other derivatives transaction that transfers to another, [•] in whole or its registered assigns in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (the “Holder”)a) or (b) above is to be settled by delivery of Common Stock or other securities, is entitledin cash or otherwise; (c) except as provided for below, subject make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the terms set forth below, to purchase from the Company up to a total registration of [•] any shares of common stock, $0.001 par value per share (the “Common Stock”), Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company Company; or (each d) publicly disclose the intention to do any of the foregoing for a period commencing on the date hereof and ending sixty (60) days after the date of the effective date of this Agreement (such share, a “Warrant Share” and all such shares60-day period, the “Warrant Shares”) at an exercise price per share equal to $[0.001] per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise PriceLock-Up Period”), upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the date hereof (the “Original Issue Date”), subject to the following terms and conditions:.
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EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the second first (2nd1st) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. Warrant No. Shares: [•] OptiNoseInitial Exercise Date: February 12, 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 12, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Hyperfine, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [•] or its registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [•] ______ shares of Class A common stock, $0.001 par value $0.0001 per share (the “Common Stock”), of the Company ) (each such share, a “Warrant Share” and all such sharesas subject to adjustment hereunder, the “Warrant Shares”) at an exercise ). The purchase price per of one share of Common Stock under this Warrant shall be equal to $[0.001] per share (the Exercise Price, as adjusted from time to time as provided defined in Section 9 herein, the “Exercise Price”2(b), upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the date hereof (the “Original Issue Date”), subject to the following terms and conditions:.
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EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. Warrant No. [•] OptiNoseShares: Initial Exercise Date: September 21, Inc., a Delaware corporation 2023 THIS SERIES A ORDINARY SHARE PURCHASE WARRANT (the “CompanyWarrant”), hereby ) certifies that, for good and valuable considerationvalue received, the receipt and sufficiency of which are hereby acknowledged, [•] or its registered assigns (the “Holder”), ) is entitled, upon the terms and subject to the terms limitations on exercise and the conditions hereinafter set forth belowforth, to purchase from the Company up to a total of [•] shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $[0.001] per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”), upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the date hereof (the “Original Issue Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 21, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gorilla Technology Group Inc., a Cayman Islands exempted company (the “Company”), up to ordinary shares, $0.0001 par value each (the “Ordinary Shares”) (as subject to adjustment hereunder, the following terms and conditions:“Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
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Samples: Securities Purchase Agreement (Gorilla Technology Group Inc.)
EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on [the first (1st) Trading Day following the date of this Agreement if this Agreement is entered into before 4:00 p.m. Eastern time, or no later than the second (2nd) Trading Day following the date hereof, if this Agreement is entered at or after 4:00 p.m. Eastern time]5[the [•] Trading Day following the Date of this Agreement Agreement]6, and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. Warrant No3 Note to Draft: Insert for executive officer Purchaser. [•] OptiNose4 Note to Draft: Insert for executive officer Purchaser. 5 Note to Draft: Applicable to Purchasers who are not Affiliates. 6 Note to Draft: Applicable to Purchasers who may be Affiliates. Form of Lock-Up Agreement A.G.P./Alliance Global Partners 000 Xxxxxxx Xxxxxx, 00xx Xxxxx New York, New York 10022 Ladies and Gentlemen: The undersigned understands that you (“AGP”) propose to enter into a Placement Agency Agreement (the “Placement Agency Agreement”) providing for the offer and sale (the “Offering”) of (i) shares (the “Shares”) of Class A common stock, par value $0.0001 per share (the “Common Stock”), of Cibus, Inc., a Delaware corporation (the “Company”); (ii) pre-funded warrants to purchase shares of Common Stock (each, hereby certifies thata “Pre-Funded Warrant”) and (iii) warrants to purchase shares of Common Stock (together with the Shares and Pre-Funded Warrants, the “Securities”). Capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Securities Purchase Agreement between the Company and the and the purchasers listed therein. In consideration of the execution of the Placement Agency Agreement by AGP, and for other good and valuable consideration, the receipt undersigned hereby irrevocably agrees that, without the prior written consent of AGP, the undersigned will not, directly or indirectly, (a) offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could reasonably be expected to, result in the transfer or disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, (i) shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and sufficiency regulations of the Securities and Exchange Commission and over which are hereby acknowledgedthe undersigned exercises investment discretion and (ii) shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock; (b) enter into any swap or other derivatives transaction that transfers to another, [•] in whole or its registered assigns in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (the “Holder”)a) or (b) above is to be settled by delivery of Common Stock or other securities, is entitledin cash or otherwise; (c) except as provided for below, subject make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the terms set forth below, to purchase from the Company up to a total registration of [•] any shares of common stock, $0.001 par value per share (the “Common Stock”), Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company Company; or (each d) publicly disclose the intention to do any of the foregoing for a period commencing on the date hereof and ending sixty (60) days following the Closing Date (such share, a “Warrant Share” and all such shares60-day period, the “Warrant Shares”) at an exercise price per share equal to $[0.001] per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise PriceLock-Up Period”), upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the date hereof (the “Original Issue Date”), subject to the following terms and conditions:.
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EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the second first (2nd1st) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [if required pursuant to the TSX Venture Exchange Corporate Finance Manual: Warrant No. [•] OptiNoseShares: _______ Issue Date: August __, Inc., a Delaware corporation 2024 THIS COMMON SHARE PURCHASE WARRANT (the “Company”), hereby "Warrant") certifies that, for good and valuable considerationvalue received, the receipt and sufficiency of which are hereby acknowledged, [•] _____________ or its registered assigns (the “"Holder”), ") is entitled, upon the terms and subject to the terms limitations on exercise and the conditions hereinafter set forth belowforth, to purchase from the Company up to a total of [•] shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $[0.001] per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”), upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the date hereof Issue Date, as stipulated above, and on or prior to the 5:00 p.m., New York City time on August __, 2029 (the “Original Issue "Termination Date”") but not thereafter, to subscribe for and purchase from KWESST Micro Systems Inc., a corporation formed under the laws of the province of British Columbia (the "Company"), up to ______ Common Shares (as subject to adjustment hereunder, the following terms and conditions:"Warrant Shares"). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
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Samples: Securities Purchase Agreement (KWESST Micro Systems Inc.)