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. EXHIBIT A FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Warrant No. [•] Number of Shares: [•] (subject to adjustment) Original Issue Date: [•], 2024 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:
Appears in 1 contract
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. [SIGNATURE PAGES CONTINUE] EXHIBIT A FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Warrant No. [•] Number of Shares: [•] (subject to adjustment) Original Issue Date: [•]PURCHASE WARRANT EXHIBIT B LOCK-UP AGREEMENT LOCK-UP AGREEMENT _____, 2024 OptiNoseCLEARSIDE BIOMEDICAL, Inc.INC. Re: Securities Purchase Agreement, a Delaware corporation dated as of February 6, 2024 (the “Purchase Agreement”), among Clearside Biomedical, Inc. (the “Company”), hereby certifies that, for good ) and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [•] or its registered assigns purchasers signatory thereto (the “HolderPurchasers”) Ladies and Gentlemen: Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Purchase Agreement. Pursuant to Section 2.3 of the Purchase Agreement and in satisfaction of a condition of the Company’s obligations under the Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until forty five (45) days after the Closing Date (such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is entitleddesigned to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, any shares of Common Stock of the Company or securities convertible, exchangeable or exercisable into, shares of Common Stock of the Company beneficially owned, held or hereafter acquired by the undersigned (the “Securities”) or make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or Common Stock Equivalents or publicly disclose the intention to do any of the foregoing. Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Securities except in compliance with the foregoing restrictions. Notwithstanding the foregoing, and subject to the terms set forth conditions below, to purchase from the undersigned may transfer the Securities provided that (1) the Company receives a signed lock-up letter agreement (in the form of this Letter Agreement) for the balance of the Restriction Period from each donee, trustee, distributee, or transferee, as the case may be, prior to a total of [•] shares of common stocksuch transfer, $0.001 par value per share (the “Common Stock”2) with respect to clauses (i) – (v) and (vii), of the Company any such transfer shall not involve a disposition for value, (each such share, a “Warrant Share” 3) with respect to clauses (i) – (v) 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”vii), upon surrender such transfer is not required to be reported with the Securities and Exchange Commission in accordance with the Exchange Act and no report of this Warrant such transfer shall be made voluntarily, and (4) neither the undersigned nor any donee, trustee, distributee or transferee, as the case may be, otherwise voluntarily effects any public filing or report regarding such transfers, with respect 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 conditionstransfer:
Appears in 1 contract
Samples: Securities Purchase Agreement (Clearside Biomedical, 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 second third (2nd3rd) 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. EXHIBIT Exhibit A FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Warrant No. [•] Number Form of SharesLegal Opinion June __, 2011 ZBB Energy Corporation X00 X00000 Xxxxxxxxx Xxx Menomonee Falls, WI 53051 Re: [•] (subject Registration Statement on Form S-3 Filed by ZBB Energy Corporation Gentlemen: We have acted as special counsel to adjustment) Original Issue Date: [•], 2024 OptiNose, Inc.ZBB Energy Corporation, a Delaware Wisconsin corporation (the “Company”), hereby certifies that, for good in connection with the issuance and valuable consideration, sale by the receipt and sufficiency Company of which are hereby acknowledged, up to [•_________] or its registered assigns shares (the “HolderShares”), is entitled, subject to ) of the terms set forth below, to purchase from the Company up to a total of [•] shares of Company’s common stock, $0.001 0.01 par value per share (the “Common StockShares”). In accordance with the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, the Company has prepared and filed with the Shares and Exchange Commission (the “SEC”) a Registration Statement on Form S-3 (Registration No. 333-171957) (the “Registration Statement”), including a base prospectus dated March 21, 2011 (the “Base Prospectus”) and a prospectus supplement dated June __, 2011 (the “Prospectus Supplement”) relating to the Shares. The Shares will be sold pursuant to the terms of a securities purchase agreement (the “Purchase Agreement”) between the investors and the Company. In our capacity as special counsel to the Company in connection with the registration of the Company Shares, we have examined: (each i) the Registration Statement, Base Prospectus and Prospectus Supplement; (ii) the Company’s amended articles of incorporation and by-laws; (iii) certain resolutions of the Company’s board of directors; (iv) the Purchase Agreement; (v) such shareother proceedings, a “Warrant Share” documents and records as we have deemed necessary or advisable for purposes of this opinion. In our examination of such documents, we have assumed the genuineness of all such sharessignatures, the “Warrant Shares”) at an exercise price per share equal legal capacity of all natural persons, the accuracy and completeness of all documents submitted to $[0.001] per share (us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as adjusted from time copies. As to time as provided all matters of fact, we have relied on the representations and statements of fact made in Section 9 the documents so reviewed, and we have not independently established the facts so relied on. Based on the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the “Exercise Price”)opinion that the Shares have been duly authorized, upon surrender and when issued and sold in accordance with the terms of this Warrant the Purchase Agreement, will be validly issued, fully paid and non-assessable. ZBB Energy Corporation June __, 2011 The foregoing opinion is limited to Purchase Common Stock (the laws of the United States and the State of Wisconsin, including any Warrants to Purchase Common Stock issued the statutory provisions, all applicable provisions of the Constitution of the State of Wisconsin and reported judicial decisions interpreting these laws, each as in exchange, transfer or replacement effect as of the date hereof, and no opinion is expressed with respect to such laws as subsequently amended, or any other laws, or any effect that such amended or other laws may have on the “Warrant”) at opinion expressed herein. The foregoing opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. The foregoing opinion is given as of the date hereof, and we undertake no obligation to advise you of any time and from time to time on or changes in applicable laws after the date hereof (or of any facts that might change the “Original Issue Date”), subject opinion expressed herein that we may become aware of after the date hereof. We consent to the following terms filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K dated June __, 2011, which is incorporated by reference in the Registration Statement and conditions:to the reference to us under the heading “Legal Matters” in the Prospectus and Prospectus Supplement. In giving this consent, we do not admit that we are experts, or within the category of persons whose consent is required under Section 7 of said Act. Very truly yours, XXXXXXX & XXXX, S.C. Exhibit B Company Wire Instructions Wire instructions for InvestorsBank (International or Domestic Incoming Wires) Field {3400} {56/4000} Receiver: 000000000 Bankers Bank XXXXXX00 (Swift Code) Field {4100} {57/4100} Beneficiary Financial Institution: 075912851 InvestorsBank Account # 128-512 W239 X0000 Xxxxx Xxxx Waukesha, WI 53188 Field {4200} {59/4200} Beneficiary (For further credit to) Account: 0000000000 ZBB Energy Corporation X00 X00000 Xxxxxxxxx Xxx Menomonee Falls, WI 53051 W239 X0000 Xxxxx Xxxx t Waukesha, WI 53188-1160 t (Hwy J North Off I-94) Telephone (000) 000-0000 t Fax (000) 000-0000 t XxxxxxxxxXxxx.xxx
Appears in 1 contract
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. EXHIBIT Exhibit A FORM NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF PRE-FUNDED WARRANT ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO PURCHASE AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. COMMON STOCK PURCHASE WARRANT BIORA THERAPEUTICS, INC. Warrant No. [•] Number of Shares: [•] (subject to adjustment) Original Issue Date: [•]March ___, 2024 OptiNoseTHIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, Inc.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 Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from BIORA THERAPEUTICS, 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 up to ______ shares (the “Holder”), is entitled, as 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 sharesadjustment hereunder, the “Warrant Shares”) at an exercise of the Company’s Common Stock. 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:.
Appears in 1 contract
Samples: Securities Purchase Agreement (Biora Therapeutics, 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 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. EXHIBIT Exhibit A-1 Form of Warrant (non-affiliated purchasers) See attached NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A FORM TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF PRE-FUNDED WARRANT TO PURCHASE THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. COMMON STOCK PURCHASE WARRANT MAIA BIOTECHNOLOGY, INC. Warrant No. [•] Number of Shares: [•] _______ Issue Date:______, 2024 Initial Exercise Date: _______, 20241 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 adjustmentthe limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) Original Issue and on or prior to 5:00 p.m. (New York City time) on ______________2 (the “Termination Date: [•]”) but not thereafter, 2024 OptiNoseto subscribe for and purchase from MAIA Biotechnology, 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 up to ______ shares (the “Holder”), is entitled, as 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 sharesadjustment hereunder, the “Warrant Shares”) at an exercise of the Company’s Common Stock. 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:.
Appears in 1 contract
Samples: Securities Purchase Agreement (MAIA Biotechnology, 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 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 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. EXHIBIT A FORM OF PRE-FUNDED WARRANT [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE COMMON STOCK Warrant NoAGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: [•Redacted] Signature of Authorized Signatory of Purchaser: [/s/ Redacted] Name of Authorized Signatory: [Redacted] Title of Authorized Signatory: [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: Address for Notice to Purchaser: [Redacted] Address for Delivery of Shares to Purchaser (if not same as address for notice): Subscription Amount: $ [Redacted] Shares: [•] (subject to adjustment) Original Issue Date300,000_ Warrants: [•], 2024 OptiNose, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [•] 150,000 Beneficial Ownership Blocker ¨ 4.99% 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:¨ 9.99%
Appears in 1 contract
EIN Number. ☐ o 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. EXHIBIT A FORM OF PRE-FUNDED WARRANT [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE COMMON STOCK Warrant NoAGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: [•Redacted] Signature of Authorized Signatory of Purchaser: [/s/ Redacted] Name of Authorized Signatory: [Redacted] Title of Authorized Signatory: [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: Address for Delivery of Shares to Purchaser (if not same as address for notice): Subscription Amount: [Redacted] Shares: [•] (subject to adjustment) Original Issue Date4,000,000 Warrants: 2,000,000 Beneficial Ownership Blocker x 4.99% or ¨ 9.99% EIN Number: [•], 2024 OptiNose, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [•Redacted] or its registered assigns (the “Holder”), is entitled, subject ¨ Notwithstanding anything contained in this Agreement to the terms contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth below, in this Agreement to purchase be purchased from the Company up to a total of [•] shares of common stockby the above-signed, $0.001 par value per share (and the “Common Stock”), obligations of the Company (each to sell such sharesecurities to the above-signed, a “Warrant Share” shall be unconditional and all such sharesconditions to Closing shall be disregarded, (ii) the “Warrant Shares”Closing shall occur by the second (2nd) at an exercise 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 per share equal to $[0.001] per share (as adjusted from time applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to time deliver such agreement, instrument, certificate or the like or purchase price (as provided in Section 9 herein, applicable) to such other party on 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 Closing Date”), subject to the following terms and conditions:. PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT
Appears in 1 contract
EIN Number. ☐ o 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. EXHIBIT A FORM OF PRE-FUNDED WARRANT [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE COMMON STOCK Warrant NoAGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: [•Redacted] Signature of Authorized Signatory of Purchaser: [/s/ Redacted] Name of Authorized Signatory: [Redacted] Title of Authorized Signatory: ¨ [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: [Redacted] Address for Notice to Purchaser: [Redacted] Subscription Amount: [Redacted] Shares: [•] (subject to adjustment) Original Issue Date1,500,000 Warrants: 750,000 Beneficial Ownership Blocker x 4.99% or ¨ 9.99% EIN Number: [•], 2024 OptiNose, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [•Redacted] or its registered assigns (the “Holder”), is entitled, subject ¨ Notwithstanding anything contained in this Agreement to the terms contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth below, in this Agreement to purchase be purchased from the Company up to a total of [•] shares of common stockby the above-signed, $0.001 par value per share (and the “Common Stock”), obligations of the Company (each to sell such sharesecurities to the above-signed, a “Warrant Share” shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur 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 sharesagreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the “Warrant undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: [Redacted] Signature of Authorized Signatory of Purchaser: [/s/ Redacted] Name of Authorized Signatory: [Redacted] Title of Authorized Signatory: [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: [Redacted] Address for Notice to Purchaser: Subscription Amount: [Redacted] Shares”: 937,500 Warrants: 468,750 Beneficial Ownership Blocker x 4.99% or ¨ 9.99% EIN Number: [Redacted] ¨ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) at an exercise 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 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 per share equal to $[0.001] per share (as adjusted from time applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to time deliver such agreement, instrument, certificate or the like or purchase price (as provided in Section 9 hereinapplicable) to such other party on the Closing Date. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the “Exercise Price”), upon surrender undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as 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 first indicated above. Name of Purchaser: [Redacted] Signature of Authorized Signatory of Purchaser: [/s/ Redacted] Name of Authorized Signatory: [Redacted] Title of Authorized Signatory: [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: Address for Notice to Purchaser: [Redacted] Address for Delivery of Shares to Purchaser (the “Original Issue Date”), subject to the following terms and conditions:if not same as address for notice): [Redacted] Subscription Amount: $ [Redacted] Shares: 4,000,000 Warrants: 2,000,000 Beneficial Ownership Blocker x 4.99% or ☐ 9.99%
Appears in 1 contract
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. EXHIBIT A FORM OF PRE-FUNDED WARRANT [SIGNATURE PAGES CONTINUE] [PURCHASER SIGNATURE PAGES TO KSPN SECURITIES PURCHASE COMMON STOCK Warrant NoAGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. [•] Number Name of Purchaser: Empery Tax Efficient III, LP By: Empery Asset Management, LP, its authorized agent Signature of Authorized Signatory of Purchaser: /s/ Xxxxx Director Name of Authorized Signatory: Xxxxx Director Title of Authorized Signatory: General Counsel of Empery Asset Management, LP Email Address of Authorized Signatory: Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: $_________________ Shares: [•] (subject to adjustment) Original Issue Date_________________ Pre-Funded Warrants: [•], 2024 OptiNose, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [•] __________________ Beneficial Ownership Blocker ☐ 4.99% 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:☐ 9.99%
Appears in 1 contract
Samples: Securities Purchase Agreement (Kaspien Holdings 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 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. EXHIBIT 5 Insert for executive officer Purchaser. Exhibit A FORM OF PREForm of Lock-FUNDED WARRANT TO PURCHASE COMMON STOCK Warrant No. [•] Number Up Agreement Form of Shares: [•] (subject to adjustment) Original Issue Date: [•]Lock-Up Agreement June 11, 2024 OptiNoseA.G.P./Alliance Global Partners 000 Xxxxxxx Xxxxxx, 00xx Xxxxx New York, New York 10022 Re: Cibus, Inc., Proposed Offering 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 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 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. EXHIBIT A FORM OF PRE-FUNDED WARRANT [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE COMMON STOCK Warrant NoAGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: [•Redacted] Signature of Authorized Signatory of Purchaser: [/s/ Redacted] Name of Authorized Signatory: [Redacted] Title of Authorized Signatory: [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: Address for Notice to Purchaser: [Redacted] Address for Delivery of Shares to Purchaser (if not same as address for notice): Subscription Amount: [Redacted] Shares: [•] (subject to adjustment) Original Issue Date: [•], 2024 OptiNose, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [•] 525,000 Warrants:262,500 Beneficial Ownership Blocker x 4.99% 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:¨ 9.99%
Appears in 1 contract
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. EXHIBIT A FORM OF PRE-FUNDED ORDINARY SHARE WARRANT TO See attached. SERIES A ORDINARY SHARE PURCHASE COMMON STOCK WARRANT GORILLA TECHNOLOGY GROUP INC. Warrant No. [•] Number of Shares: [•] (subject to adjustment) Original Issue Initial Exercise Date: [•]September 21, 2024 OptiNose, 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).
Appears in 1 contract
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 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. EXHIBIT A FORM THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF PRE-FUNDED WARRANT ANY STATE, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO PURCHASE COMMON AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK Warrant NoEXCHANGES IN CANADA. [•if required pursuant to the TSX Venture Exchange Corporate Finance Manual: WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE THEREUNDER MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL FOUR MONTHS PLUS ONE DAY FROM THE ISSUE DATE.] Number of COMMON SHARE PURCHASE WARRANT KWESST MICRO SYSTEMS INC. Warrant Shares: [•] (subject to adjustment) Original _______ Issue Date: [•]August __, 2024 OptiNose, Inc., a Delaware corporation 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).
Appears in 1 contract
Samples: Securities Purchase Agreement (KWESST Micro Systems Inc.)
