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 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. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT] 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: 525,000 Warrants:262,500 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 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. [PURCHASER SIGNATURE PAGES 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 NVCN 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 AGREEMENT] IN WITNESS WHEREOFWARRANT MAIA BIOTECHNOLOGY, INC. Warrant 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 the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from MAIA Biotechnology, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as “Warrant Shares”) of the date first indicated aboveCompany’s Common Stock. Name The purchase price of Purchaser: [Redacted] Signature one share 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 Common Stock under this Warrant shall be equal to Purchaser: [Redacted] Address for Delivery of Shares to Purchaser (if not same the Exercise Price, as address for notice): Subscription Amount: [Redacted] Shares: 525,000 Warrants:262,500 Beneficial Ownership Blocker x 4.99% or ¨ 9.99%defined in Section 2(b).
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 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. [SIGNATURE PAGES CONTINUE] [PURCHASER SIGNATURE PAGES TO NVCN KSPN SECURITIES PURCHASE AGREEMENT] 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] Empery Tax Efficient III, LP By: Empery Asset Management, LP, its authorized agent Signature of Authorized Signatory of Purchaser: [/s/ Redacted] Xxxxx Director Name of Authorized Signatory: [Redacted] Xxxxx Director Title of Authorized Signatory: [Redacted] General Counsel of Empery Asset Management, LP Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: Address for Notice to Purchaser: [Redacted] Address for Delivery of Shares Securities to Purchaser (if not same as address for notice): Subscription Amount: [Redacted] $_________________ Shares: 525,000 Warrants:262,500 _________________ Pre-Funded Warrants: __________________ Beneficial Ownership Blocker x ☐ 4.99% or ¨ ☐ 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 by 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 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. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF5 Insert for executive officer Purchaser. Exhibit A Form of Lock-Up Agreement Form of Lock-Up Agreement June 11, 2024 A.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, and for other good and valuable consideration, the undersigned have caused this Securities Purchase Agreement 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 duly executed beneficially owned by their respective authorized signatories as the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and over which the 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 in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise; (c) except as provided for below, 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 securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company; or (d) publicly disclose the intention to do any of the foregoing for a period commencing on the date first indicated above. Name hereof and ending sixty (60) days after the date of Purchaser: [Redacted] Signature the effective date 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 this Agreement (if not same as address for notice): Subscription Amount: [Redacted] Shares: 525,000 Warrants:262,500 Beneficial Ownership Blocker x 4.99% or ¨ 9.99%such 60-day period, the “Lock-Up Period”).
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 by 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 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. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT•] IN WITNESS WHEREOFNumber 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 undersigned have caused this Securities Purchase Agreement receipt and sufficiency of which are hereby acknowledged, [•] or its registered assigns (the “Holder”), is entitled, subject to be duly executed by their respective authorized signatories as 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 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 hereof (the “Original Issue Date”), subject to Purchaser: [Redacted] Address for Delivery of Shares to Purchaser (if not same as address for notice): Subscription Amount: [Redacted] Shares: 525,000 Warrants:262,500 Beneficial Ownership Blocker x 4.99% or ¨ 9.99%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 by 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 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 Legal Opinion June __, 2011 ZBB Energy Corporation X00 X00000 Xxxxxxxxx Xxx Menomonee Falls, WI 53051 Re: Registration Statement on Form S-3 Filed by ZBB Energy Corporation Gentlemen: We have acted as special counsel to ZBB Energy Corporation, a Wisconsin corporation (the “Company”), in connection with the issuance and sale by the Company of up to [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT_________] IN WITNESS WHEREOFshares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Shares”). In accordance with the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, the undersigned 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 Shares, we have caused examined: (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 other proceedings, documents and records as we have deemed necessary or advisable for purposes of this Securities opinion. In our examination of such documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies. As to all matters of fact, we have relied on the representations and statements of fact made in 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 opinion that the Shares have been duly authorized, and when issued and sold in accordance with the terms of the Purchase Agreement Agreement, will be validly issued, fully paid and non-assessable. ZBB Energy Corporation June __, 2011 The foregoing opinion is limited to be duly executed by their respective authorized signatories the laws of the United States and the State of Wisconsin, including the statutory provisions, all applicable provisions of the Constitution of the State of Wisconsin and reported judicial decisions interpreting these laws, each as in effect as of the date first indicated abovehereof, 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 opinion expressed herein. Name 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 Purchaserthe date hereof, and we undertake no obligation to advise you of any changes in applicable laws after the date hereof or of any facts that might change the opinion expressed herein that we may become aware of after the date hereof. We consent to the 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 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: [Redacted] Signature of Authorized Signatory of Purchaser000000000 Bankers Bank XXXXXX00 (Swift Code) Field {4100} {57/4100} Beneficiary Financial Institution: [/s/ Redacted] Name of Authorized Signatory075912851 InvestorsBank Account # 128-512 W239 X0000 Xxxxx Xxxx Waukesha, WI 53188 Field {4200} {59/4200} Beneficiary (For further credit to) Account: [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 0000000000 ZBB Energy Corporation X00 X00000 Xxxxxxxxx Xxx Menomonee Falls, WI 53051 W239 X0000 Xxxxx Xxxx t Waukesha, WI 53188-1160 t (if not same as address for notice): Subscription Amount: [Redacted] Shares: 525,000 Warrants:262,500 Beneficial Ownership Blocker x 4.99% or ¨ 9.99%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 by 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 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. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES CONTINUE] EXHIBIT A FORM OF COMMON STOCK PURCHASE AGREEMENT] IN WITNESS WHEREOFWARRANT EXHIBIT B LOCK-UP AGREEMENT LOCK-UP AGREEMENT _____, 2024 CLEARSIDE BIOMEDICAL, INC. Re: Securities Purchase Agreement, dated as of February 6, 2024 (the “Purchase Agreement”), among Clearside Biomedical, Inc. (the “Company”) and the purchasers signatory thereto (the “Purchasers”) 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 have caused this 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 designed 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 Purchase Agreement 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 duly executed by their respective authorized signatories as 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 date first indicated aboveforegoing. Name Beneficial ownership shall be calculated in accordance with Section 13(d) of Purchaser: [Redacted] Signature the Exchange Act. The undersigned also agrees and consents to the entry of Authorized Signatory stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Purchaser: [/s/ Redacted] Name the Securities except in compliance with the foregoing restrictions. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Securities provided that (1) the Company receives a signed lock-up letter agreement (in the form of Authorized Signatory: [Redacted] Title this Letter Agreement) for the balance of Authorized Signatory: [Redacted] Email Address the Restriction Period from each donee, trustee, distributee, or transferee, as the case may be, prior to such transfer, (2) with respect to clauses (i) – (v) and (vii), any such transfer shall not involve a disposition for value, (3) with respect to clauses (i) – (v) and (vii), such transfer is not required to be reported with the Securities and Exchange Commission in accordance with the Exchange Act and no report of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: Address for Notice 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 Purchaser: [Redacted] Address for Delivery of Shares to Purchaser (if not same as address for notice): Subscription Amount: [Redacted] Shares: 525,000 Warrants:262,500 Beneficial Ownership Blocker x 4.99% or ¨ 9.99%transfer:
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 by 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 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 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 ANY STATE, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO 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 EXCHANGES IN CANADA. [PURCHASER SIGNATURE PAGES 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 NVCN SECURITIES OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL FOUR MONTHS PLUS ONE DAY FROM THE ISSUE DATE.] COMMON SHARE PURCHASE AGREEMENT] IN WITNESS WHEREOFWARRANT KWESST MICRO SYSTEMS INC. Warrant Shares: _______ Issue Date: August __, 2024 THIS COMMON SHARE 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 Issue Date, as stipulated above, and on or prior to the 5:00 p.m., New York City time on August __, 2029 (the "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 undersigned have caused "Warrant Shares"). The purchase price of one Common Share under this Securities Purchase Agreement Warrant shall be equal to be duly executed by their respective authorized signatories the Exercise Price, 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: 525,000 Warrants:262,500 Beneficial Ownership Blocker x 4.99% or ¨ 9.99%defined in Section 2(b).
Appears in 1 contract
Samples: Securities Purchase Agreement (KWESST Micro Systems Inc.)
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 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. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT] 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: 4,000,000 Warrants: 2,000,000 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) 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 (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. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT] 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: 525,000 Warrants:262,500 Beneficial Ownership Blocker x 4.99% or ¨ 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 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. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT] 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: 1,500,000 Warrants: 750,000 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) 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 (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. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT] 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: 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) 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 (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. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT] 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): [Redacted] Subscription Amount: $ [Redacted] Shares: 525,000 Warrants:262,500 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 by 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 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 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 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 Shares: [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES •] Issue Date: March ___, 2024 THIS COMMON STOCK PURCHASE AGREEMENT] IN WITNESS WHEREOFWARRANT (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 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 undersigned have caused this Securities Purchase Agreement date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to be duly executed by their respective authorized signatories subscribe for and purchase from BIORA THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the date first indicated aboveCompany’s Common Stock. Name The purchase price of Purchaser: [Redacted] Signature one share 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 Common Stock under this Warrant shall be equal to Purchaser: [Redacted] Address for Delivery of Shares to Purchaser (if not same the Exercise Price, as address for notice): Subscription Amount: [Redacted] Shares: 525,000 Warrants:262,500 Beneficial Ownership Blocker x 4.99% or ¨ 9.99%defined in Section 2(b).
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 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. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES EXHIBIT A FORM OF ORDINARY SHARE WARRANT See attached. SERIES A ORDINARY SHARE PURCHASE AGREEMENT] IN WITNESS WHEREOFWARRANT GORILLA TECHNOLOGY GROUP INC. Warrant Shares: Initial Exercise Date: September 21, 2023 THIS SERIES A ORDINARY SHARE 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 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 undersigned have caused “Warrant Shares”). The purchase price of one Ordinary Share under this Securities Purchase Agreement Warrant shall be equal to be duly executed by their respective authorized signatories the Exercise Price, 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: 525,000 Warrants:262,500 Beneficial Ownership Blocker x 4.99% or ¨ 9.99%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 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. [PURCHASER SIGNATURE PAGES TO NVCN SECURITIES PURCHASE AGREEMENT] 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: 525,000 Warrants:262,500 300,000_ Warrants: 150,000 Beneficial Ownership Blocker x ¨ 4.99% or ¨ 9.99%
Appears in 1 contract
