Number of Option Shares. Number of Representative’s Warrants: Public Offering Price per Firm Share: $ Price per Option Share: $ Exercise Price of Representative’s Warrant $ Underwriting Discount per Firm Share: $ Underwriting Discount per Option Share: $ Non-accountable expense allowance per Firm Share: $ Non-accountable expense allowance per Option Share: $ SCHEDULE III Subsidiaries None. EXHIBIT A Form of Lock-Up Agreement _____, 2021 Aegis Capital Corp. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Maris-Tech Ltd., an Israeli company (the “Company”), providing for the public offering (the “Public Offering”) of ordinary shares, no par value, of the Company (the “Ordinary Shares”). To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending one hundred twenty (120) days after the effective date of the Registration Statement on Form F-1 relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may t...
Number of Option Shares. The shares of Common Stock issuable upon exercise of this Warrant are hereinafter referred to as the "Shares." The option described pursuant to this Paragraph 1 shall only be exercisable during the ten (10) year period commencing with the date of the successful completion of the IPO (the "Exercise Period"). The exercise of, or the failure to exercise, this Warrant during the Exercise Period shall terminate all other rights of Holder hereunder.
Number of Option Shares. This Agreement evidences the grant by Catellus to the Executive, on the terms, conditions and restrictions set forth herein and in the Plan, of a non-qualified stock option (the "Option") to purchase, from time to time, a total of 75,000 shares of Common Stock (the "Option Shares").
Number of Option Shares. Public Offering Price per Firm Share: $ Public Offering Price per Option Share: $ Underwriting Discount per Firm Share: $ Underwriting Discount per Option Share: $ Proceeds to Company per Firm Share (before expenses): $ Proceeds to Company per Option Share (before expenses): $ SCHEDULE 3 Issuer General Use Free Writing Prospectuses None. SCHEDULE 4 Written Testing-the-Waters Communications None. SCHEDULE 5 List of Lock-Up Parties1 1 NTD: subject to the inclusion of additional parties based on completed F-1 beneficial ownership table. EXHIBIT A Form of Representative’s Warrant THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER, OR ASSIGN THIS WARRANT EXCEPT AS PROVIDED HEREIN AND IN THE UNDERWRITING AGREEMENT (AS DEFINED BELOW) AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE, OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING______, 2023 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) REVERE SECURITIES, LLC (“REVERE”) OR A MEMBER OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC. (“FINRA”) PARTICIPATING IN THE OFFERING FOR WHICH THIS WARRANT WAS ISSUED TO THE UNDERWRITER OF SUCH OFFERING AS CONSIDERATION (THE “OFFERING”), OR (II) AN OFFICER, PARTNER REGISTERED PERSON OR AFFILIATE OF REVERE OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN THE UNDERWRITING AGREEMENT, AND IN ACCORDANCE WITH FINRA RULE 5110(E)(1). THIS WARRANT IS NOT EXERCISABLE PRIOR TO_______, 2023. VOID AFTER 5:00 P.M., EASTERN TIME, ________, 2028. CLASS B COMMON SHARE PURCHASE WARRANT THE ROYALAND COMPANY LTD. Warrant Shares: Issue Date: _______, 2023 Initial Exercise Date: _______, 2023 THIS CLASS B COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that for value received, Revere Securities, LLC, or its assignees (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 initial exercise date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (Eastern Time) on _______, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase up to _______ Class B Common Shares, par value $0.0002 per share (the “Class B Shares”), of The RoyaLand Company Ltd., an exempted company incorporated in Bermuda with limited liability (the “Company”), subject to adju...
Number of Option Shares. The Company hereby grants to the Optionee a non-qualified stock option (the “Option”), to purchase two million (2,000,000) shares (the “Option Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”).
Number of Option Shares. The number of shares of Common Stock and the Strike Price per Option Share pursuant to this Option shall be subject to adjustment from time to time as provided for in this Section 6(a). Notwithstanding anything contained herein, the aggregate Strike Price for the total number of Option Shares issuable pursuant to this Option shall remain unchanged. In case the Company shall at any time change as a whole, by subdivision or combination in any manner or by the making of a stock dividend, the number of outstanding shares of Common Stock into a different number of shares (i.e. forward or reverse stock split), (i) the number of shares which the Holder of this Option shall have been entitled to purchase pursuant to this Option shall be increased or decreased in direct proportion to such increase or decrease of shares, as the case may be, and (ii) the Strike Price per Option Share (but not the aggregate Strike Price) in effect immediately prior to such change shall be increased or decreased in inverse proportion to such increase or decrease of shares, as the case may be.
Number of Option Shares. 3. Exercise Price Per Share: $ .
Number of Option Shares. Public Offering Price per Firm Share: Public Offering Price per Option Share: Underwriting Discount per Firm Share: Underwriting Discount per Option Share: Proceeds to Company per Firm Share (before expenses): Proceeds to Company per Option Share (before expenses): SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Directors and Executive Officers
Number of Option Shares. 8,315,902 (Eight Million Three Hundred Fifteen Thousand Nine Hundred and Two) shares (the “Option Shares”) Expiration Date: 5 years from Grant Date – May 15, 2024
Number of Option Shares. Public Offering Price per Firm Share: $ Public Offering Price per Option Share: $ Underwriting Discount per Firm Share: $ Underwriting Discount per Option Share: $ Proceeds to Company per Firm Share (before expenses): $ Proceeds to Company per Option Share (before expenses): $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. EXHIBIT A Form of Press Release TC BioPharm (Holdings) plc [Date] TC BioPharm (Holdings) plc (the “Company”) announced today that EX Xxxxxx, division of Benchmark Investments, LLC, acting as representative for the underwriters in the Company’s recent public offering of ________ ADSs representing ___________ ordinary shares of the Company, par value £0.01 per share, is [waiving] [releasing] a lock-up restriction with respect to _______ ordinary shares held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _______, 20___, and such ordinary shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.
