Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Northann Corp., a Nevada corporation (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from the date that is six months from [●], 2023 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of shares of common stock of the Company, par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock and the number of shares of Common Stock to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 3 contracts
Samples: Underwriting Agreement (Northann Corp.), Underwriting Agreement (Northann Corp.), Underwriting Agreement (Northann Corp.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation (the “Company”), or on the one hand, and Craft behalf of Aegis Capital Management, LLC Corp. (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to BioRestorative Therapies, Inc., a Delaware corporation (the “Company”), the Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 •][DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, •] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [•] shares of common stock of the Company, par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to closeclose in New York, New York, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●•] per share of Common Stock (which is equal to one hundred and twenty-five percent (Share [125%) % of the price of the shares of Common Stock Shares sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized This Purchase Warrant and each Purchase Warrant subsequently issued pursuant to the terms not defined hereof which represents all or any portion of the interests represented by this Purchase Warrant, whether directly or indirectly, in each case to the extent such Purchase Warrant remains outstanding, is part of a series of one or more purchase warrants (the “Purchase Warrants”) which collectively entitle the holders thereof to subscribe for, purchase and receive up to [•] Shares, subject to adjustment following the exercise of any of the Purchase Warrants (the holders of the Purchase Warrants or the Shares underlying the Purchase Warrants are collectively referred to herein shall have as the meaning ascribed to them in the Underwriting Agreement“Purchase Warrant Holders”).
Appears in 3 contracts
Samples: Underwriting Agreement (BioRestorative Therapies, Inc.), Underwriting Agreement (BioRestorative Therapies, Inc.), Underwriting Agreement (BioRestorative Therapies, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp.or on behalf of EX Xxxxxx, division of Benchmark Investments, LLC (“Holder”), as registered owner of this Purchase Warrant issued by T20 Holdings Ltd., a Nevada corporation Singapore incorporated public company limited by shares (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of shares of common stock [__________] Ordinary Shares of the Company, no par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Ordinary Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●__________] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [ ], 2022, the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form F-1 (File No. 333-266102) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 3 contracts
Samples: Underwriting Agreement (T20 Holdings Ltd.), Underwriting Agreement (T20 Holdings Ltd.), Underwriting Agreement (T20 Holdings Pte. Ltd.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of services rendered by and between Northann Corp., a Nevada corporation (the “Company”), or on the one hand, and Craft Capital Managementbehalf of Jxxxxx Xxxxxx & Co., LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to Advanced Inhalation Therapies (AIT) Ltd., an Israeli corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 _________2017] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ____________2021] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [____] ordinary shares of common stock of the Company, no par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●___] per share of Common Stock (which is equal to one hundred and twenty-five percent (Share [125%) % of the price of the shares of Common Stock Shares included in the Firm Units sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 3 contracts
Samples: Underwriting Agreement (Advanced Inhalation Therapies (AIT) Ltd.), Underwriting Agreement (Advanced Inhalation Therapies (AIT) Ltd.), Underwriting Agreement (Advanced Inhalation Therapies (AIT) Ltd.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by in consideration of the payment of $100.00 and between Northann Corp.for other good and value consideration, a Nevada corporation Aegis Capital Corp. or its assigns (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to InterCloud Systems, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m.5:00p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FOUR YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [____] shares of common stock of the Company, par value $0.001 0.0001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●___] per share of Common Stock (which is equal to one hundred and twenty-five percent (Share [125%) % of the price of the shares of Common Stock Shares sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 3 contracts
Samples: Underwriting Agreement (Intercloud Systems, Inc.), Underwriting Agreement (Intercloud Systems, Inc.), Underwriting Agreement (Intercloud Systems, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of Aegis Capital Corp. (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to Trovagene, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [ ] [●], 2023 DATE THAT IS ONE YEAR AFTER DATE OF PROSPECTUS] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [ ] [●], 2028, DATE THAT IS FIVE YEARS AFTER DATE OF PROSPECTUS] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [ ] shares of common stock of the Company, par value $0.001 0.0001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this the Purchase Warrant. This Purchase Warrant is initially exercisable at $[●[ ] per share of Common Stock (which is equal to one hundred and twenty-five percent (Share [125%) % of the price of the shares of Common Stock Shares sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 3 contracts
Samples: Underwriting Agreement (TrovaGene Inc.), Underwriting Agreement (TrovaGene Inc.), Representative’s Warrant Agreement (TrovaGene Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp.or on behalf of Kingswood Capital Markets, a Nevada corporation division of Benchmark Investments, Inc. (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of 100,000 shares of common stock of the Company, par value $0.001 0.0001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] 6.25 per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share ; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [ ], the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form S-1 (File No. 333- 255193) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 3 contracts
Samples: Underwriting Agreement (Digital Brands Group, Inc.), Underwriting Agreement (Digital Brands Group, Inc.), Underwriting Agreement (Digital Brands Group, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp.or on behalf of [Spartan Capital Securities, a Nevada corporation LLC][X.X. Xxxxxxxx & Co., Inc.] (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Xxxxxxx Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●]_______, 2023 (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●]_______, 2028, 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number an aggregate of shares of common stock of the Company[__] shares, par value $0.001 0.00001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares), including any Common Stock sold upon exercise ”) of the over-allotment optionCompany’s common stock, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the a price of the shares of Common Stock sold in the Offering)$____ per Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above of $____ per Share (equal to 110% of the initial public offering price) or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean ___________, 2023, the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form S-1, as amended (File No. 333-267907) of the Company was declared effective by the Securities and Exchange Commission (the “Commission”).
Appears in 3 contracts
Samples: Underwriting Agreement (Janover Inc.), Warrant Agreement (Janover Inc.), Warrant Agreement (Janover Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of the payment of $100.00 and for other good and value consideration paid by and between Northann Corp., a Nevada corporation or on behalf of Aegis Capital Corp. or its assigns (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to Intellicheck Mobilisa, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS ONE YEAR FROM THE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and until at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT] (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [____] shares of common stock of the Company, par value $0.001 0.0001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●___] per share of Common Stock (which is equal to one hundred and twenty-five percent (Share [125%) % of the price of the shares of Common Stock Shares sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean August 6, 2013, the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form S-3 (File No. 333-189982) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Samples: Underwriting Agreement (Intellicheck Mobilisa, Inc.), Underwriting Agreement (Intellicheck Mobilisa, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by or on behalf of Revere Securities, LLC or R.X. Xxxxxxxx & Co., Inc. (each a “Holder,” and between Northann Corp., a Nevada corporation (collectively the “CompanyHolders”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Fxxxxx Corporation, a Cayman Islands exempted company (the “Company”), each Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 [DATE OF COMMENCMENT OF SALES OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, [DATE THAT IS FIVE YEARS FROM THE DATE OF COMMENCMENT OF SALES OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [●] ordinary shares of common stock of the Company, par value $0.001 0.00001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [●], 2023, the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form F-1 (File No. 333-267778) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Samples: Underwriting Agreement (Fitell Corp), Underwriting Agreement (Fitell Corp)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Northann Corp.VCI Global Limited, a Nevada corporation British Virgin Islands company (the “Company”), on the one hand, and Craft Capital ManagementBoustead Securities, LLC (the “Holder”), on the other hand, dated [●]__, 2023 2022 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from the date that is six months from [●]___, 2023 2022 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, on [●]____, 2028, 2027 (the “Expiration Date”, which date shall be no more than five years from the commencement of sales of the initial public offering pursuant to the Underwriting Agreement), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of _____ordinary shares of common stock (the “Shares”) of the Company, no par value $0.001 per ordinary share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Ordinary Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] ___ per share Ordinary Share (100% of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the OfferingOffering price); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Ordinary Share and the number of shares of Common Stock Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (VCI Global LTD), Purchase Warrant Agreement (VCI Global LTD)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp.or on behalf of EX Xxxxxx, a Nevada corporation (the “Company”), on the one hand, and Craft Capital Managementdivision of Benchmark Investments, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, EMulate Therapeutics, Inc., a Washington corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [__] shares of common stock of the Company, par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●__] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [ ], 2022, the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form S-1 (File No. 333-[●]) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Samples: Representative’s Warrant Agreement (Emulate Therapeutics, Inc.), Underwriting Agreement (Emulate Therapeutics, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp.or on behalf of EX Xxxxxx, division of Benchmark Investments, LLC (“Holder”), as registered owner of this Purchase Warrant Yoshiharu Global Co., a Nevada Delaware corporation (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Holder is entitled, at any time or from time to time from the date that is six months from [ ] [●], 2023 DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [ ] [●], 2028, DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [ ] shares of Class A common stock of the Company, par value $0.001 0.0001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●[ ] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [ ], 2022, the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form S-1 (File No. 333- [ ]) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Samples: Underwriting Agreement (Yoshiharu Global Co.), Underwriting Agreement (Yoshiharu Global Co.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of Aegis Capital Corp. (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to Curative Biotechnology, Inc., a Florida corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from beginning [●], 2023 2022 (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, 2027 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [●] shares of common stock Common Stock of the Company, $0.0001 par value $0.001 per share of Common Stock (the “Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinBusiness Day. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Stock; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock and the number of shares of Common Stock to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein , and the term “Business Day” shall have the meaning ascribed to them mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the Underwriting AgreementUnited States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
Appears in 2 contracts
Samples: Purchase Warrant Agreement (Curative Biotechnology Inc), Purchase Warrant Agreement (Curative Biotechnology Inc)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of [ ](the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to AnPac Bio-Medical Science Co., Ltd., a business company incorporated under the laws of the British Virgin Islands (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 20[19] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 202820[24], which will be the five-year anniversary of the effective date of the Company’s Form F-1 registration statement (File No.333-234408) (such date, the “Effective Date”) pursuant to which the Company’s securities are offered to the public (the “Offering”) (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [●] Class A ordinary shares of common stock of the CompanyCompany2, par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering 0.01 (the “Shares”), including any Common Stock sold upon exercise in the form of American Depositary Shares (the over-allotment option“Warrant ADSs”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant, except as otherwise provided herein or with the Holder’s consent. This Purchase Warrant is initially exercisable at $[●] ]3 per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Warrant ADS; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Warrant ADS and the number of shares of Common Stock ADSs to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 2 contracts
Samples: Underwriters' Warrant Agreement (AnPac Bio-Medical Science Co., Ltd.), Underwriters' Warrant Agreement (AnPac Bio-Medical Science Co., Ltd.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp.or on behalf of EX Xxxxxx, a Nevada corporation (the “Company”), on the one hand, and Craft Capital Managementdivision of Benchmark Investments, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Healthcare Triangle, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [____][1] shares of common stock of the Company, par value $0.001 0.00001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] [110% OF THE PUBLIC OFFERING PRICE OF THE FIRM SHARES SOLD IN THE OFFERING] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [●], 2021, the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form S-1 (File No. 333-259180) of the Company was declared effective by the Securities and Exchange Commission (“Registration Statement”).
Appears in 2 contracts
Samples: Underwriting Agreement (Healthcare Triangle, Inc.), Underwriting Agreement (Healthcare Triangle, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant in consideration of the payment of $100.00 by Aegis Capital Corp or its assigns (“Holder”) to that certain Underwriting Agreement by and between Northann Corp.1347 Property Insurance Holdings, Inc., a Nevada Delaware corporation (the “Company”), on the one handand for other good and valuable consideration, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [____] shares of common stock of the Company, par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●___] per share of Common Stock (which is equal to one hundred and twenty-five percent (Share [125%) % of the price of the shares of Common Stock Shares sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (1347 Property Insurance Holdings, Inc.), Representative’s Warrant Agreement (1347 Property Insurance Holdings, Inc.)
Purchase Warrant. THIS CERTIFIES THATORDINARY SHARES PURCHASE WARRANT (this “Purchase Warrant”) certifies that, pursuant to that certain Underwriting Agreement by and between Northann Corp.BloomZ Inc., a Nevada corporation Cayman Islands exempted company (the “Company”)) and Network 1 Financial Securities, on the one hand, and Craft Capital Management, LLC Inc. (the “HolderNetwork 1”), on the other hand, dated [●[ ], 2023 202_ (the “Underwriting Agreement”), Network 1 (in such capacity with its permitted successors or assigns, the “Holder”), as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from the date that is six months from [●[ ], 2023 202_ (the “Exercise Date”)Date”)3, and at or before 5:00 p.m., Eastern time, on [●[ ], 2028, 202_2 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of shares of common stock [●] Ordinary Shares of the Company, par value $0.001 0.00000002 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares), including any Common Stock sold upon exercise of the over-allotment optionShares”)4, subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock Share (which is equal to one hundred and twenty-five percent (125%) 120% of the price of the shares of Common Stock Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms Any term not defined herein shall have the meaning ascribed to them thereto in the Underwriting Agreement. The Purchase Warrant is redeemable.
Appears in 2 contracts
Samples: Underwriter's Warrant (BloomZ Inc.), Underwriter's Warrant (BloomZ Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp.or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC (“Holder”), as registered owner of this Purchase Warrant of Wytec International, Inc., a Nevada corporation (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [●] shares of common stock of the Company, par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [●], 2022, the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form S-1 (File No. 333-261838) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Samples: Underwriting Agreement (Wytec International Inc), Underwriting Agreement (Wytec International Inc)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp.or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC (“Holder”), as registered owner of this Purchase Warrant of Stran & Company, Inc., a Nevada corporation (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [__] shares of common stock of the Company, par value $0.001 0.0001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●__] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [ ], 2021, the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form S-1 (File No. 333-[_____]) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Samples: Underwriting Agreement (Stran & Company, Inc.), Underwriting Agreement (Stran & Company, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Selling Agency Agreement by and between Northann Corp.Xspand Products Lab, Inc., a Nevada corporation (the “Company”) and Alexander Capital, L.P. (“Alexander Capital”), on the one hand, and Craft Capital Management, LLC as representative (the “HolderRepresentative”) of the several selling agents listed in Schedule A thereto (the “Selling Agents”), on the other hand, dated [●], 2023 2018 (the “Underwriting Selling Agency Agreement”), Alexander Capital (in such capacity with its permitted successors or assigns, the “Holder”), as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from the date that is six months from [●], 2023 20[ ] (the “Exercise Date”)) [THE DATE THAT IS 180 DAYS AFTER THE QUALIFICATION DATE OF THE OFFERING STATEMENT], and at or before 5:00 p.m., Eastern time, on [●], 2028, 20[ ] [DATE THAT IS FIVE YEARS FROM THE QUALIFICATION DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [●] shares of common stock of the Company, par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock Share (which is equal to one hundred and twenty-five twenty percent (125120.0%)) of the price of the shares of Common Stock Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms Any term not defined herein shall have the meaning ascribed to them thereto in the Underwriting Selling Agency Agreement.
Appears in 2 contracts
Samples: Selling Agency Agreement (Xspand Products Lab, Inc.), Selling Agency Agreement (Xspand Products Lab, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of [·] (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to Manhattan Bridge Capital, Inc., a New York corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●·], 2023 20[15] (the one-year anniversary of the effective date of the Offering, the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●·], 202820[19] (the five-year anniversary of the effective date of the Offering, (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such [·] common shares of the Company, [all warrants to equal an aggregate of 5% of the Shares sold in the Offering excluding the number of shares of common stock of sold in the Companyoverallotment option], par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this the Purchase Warrant. This Purchase Warrant is initially exercisable at $[●·] per share of Common Stock (which is equal to one hundred and twenty-five percent Share (125%) % of the price of the shares of Common Stock Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 2 contracts
Samples: Purchase Warrant Agreement (Manhattan Bridge Capital, Inc), Purchase Warrant Agreement (Manhattan Bridge Capital, Inc)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of _________ (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to Alliance MMA, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT] (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [____] shares (the “Shares”) of common stock of the Company, par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●___] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) Share [165% of the price of the shares of Common Stock Shares sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms used but not defined herein shall have the meaning meanings ascribed to them in the Underwriting Selling Agent Agreement., dated as of _________, 2016, by and between the Company and Network 1 Financial Services, Inc. (the “Selling Agent Agreement”)
Appears in 2 contracts
Samples: Selling Agent Agreement (Alliance MMA, Inc.), Selling Agent’s Warrant Agreement (Alliance MMA, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Northann Flora Growth Corp., a Nevada corporation company incorporated in the Province of Ontario (the “Company”), on the one hand, ) and Craft Capital ManagementBoustead Securities, LLC (the “HolderBoustead”), on the other hand, dated [●], 2023 2021 (the “Underwriting Agreement”), Boustead (in such capacity with its permitted successors or assigns, the “Holder”), as registered owner of this Purchase Warrant, is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or from time to time from the date that is six months from [●], 2023 20__ (the “Exercise Date”)) [THE DATE THAT THE WARRANT IS ISSUED], and at or before 5:00 p.m., Eastern time, on [●], 2028, 20__ [DATE THAT IS FIVE YEARS FROM THE DATE ON WHICH THE REGISTRATION STATEMENT IS DECLARED EFFECTIVE] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of shares of common stock [●] Common Shares of the Company, without par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which that is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five percent Share (125%) % of the price of the shares of Common Stock Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms Any term not defined herein shall have the meaning ascribed to them thereto in the Underwriting Agreement.
Appears in 2 contracts
Samples: Underwriter’s Warrant Agreement (Flora Growth Corp.), Underwriter’s Warrant Agreement (Flora Growth Corp.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of Aegis Capital Corp. (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to Alcobra Ltd., a Israeli corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●]time to time, 2023 in whole or in part, during a period commencing one year (the “Exercise DateFirst Anniversary”), and at or before 5:00 p.m., Eastern time, on ) from [●], 2028, _______________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Commencement Date”), but not thereafter, ) to subscribe for, purchase and receive, in whole or in part, up to such number an aggregate of shares of common stock of the Company[____] ordinary shares, par value $0.001 NIS 0.01 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified, as follows: (i) one third of this Purchase Warrant will have an exercise period of 12 months beginning on the First Anniversary, at an initial exercise price per Ordinary Share of $[•] [150.0% of the initial public offering price per share of ordinary share]; (ii) one third of this Purchase Warrant will have an exercise period of 18 months beginning on the First Anniversary, at an initial exercise price per Ordinary Share of $[•] [200.0% of the initial public offering price per share of ordinary share]; and (iii) one third of this Purchase Warrant will have an exercise period of 24 months beginning on the First Anniversary, at an initial exercise price per share of Ordinary Share of $[•], [250.0% of the initial public offering price per share of ordinary share] (each an ”Expiration Date”), provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. If the an applicable Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the applicable Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock and the number of shares of Common Stock to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean mean, as the case maybe, the applicable initial exercise price as set forth above prices or the adjusted applicable exercise price as a result of the events set forth in Section 6 belowprices, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (Alcobra Ltd.), Purchase Warrant Agreement (Alcobra Ltd.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Northann Corp.Huarui International New Material Limited, a Nevada corporation British Virgin Islands company limited by shares (the “Company”), on the one hand, and Craft Capital ManagementUnivest Securities, LLC (the “Holder”), on the other hand, dated [●[ ● ], 2023 2021 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from the date that is six months from [●[ ● ], 2023 2021 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, on [●[ ● ], 20282025, (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of ordinary shares of common stock of the Company, par value $0.001 0.0083 per ordinary share (the “Common StockOrdinary Shares”) as equates to six [ ● ] percent (6.0[ ● ] %) )2 of the aggregate number of shares of Common Stock Ordinary Shares sold in the Offering (the “Shares”), including excluding any Common Stock Ordinary Shares sold upon exercise as result of the exercise by the underwriters of their over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●[ ● ] per share of Common Stock Ordinary Share (which is equal to one hundred and twenty-five percent (125115%) of the price of the shares of Common Stock Ordinary Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Ordinary Share and the number of shares of Common Stock Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 2 contracts
Samples: Purchase Warrant Agreement (Huarui International New Material LTD), Purchase Warrant Agreement (Huarui International New Material LTD)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Northann Corp.between., Dragon Vxxxxxx Xxxxxxxxxxxxx Limited, a Nevada Cayman Islands corporation (the “Company”), on the one hand, ) and Craft Capital ManagementBoustead Securities, LLC (the “HolderBoustead”), on as Representative of the other handseveral underwriters, dated [●], 2023 2017 (the “Underwriting Agreement”), Boustead (in such capacity with its permitted successors or assigns, the “Holder”), as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from the date that is six months from [●], 2023 20[__] (the “Exercise Date”)) [THE DATE THAT IS 180 DAYS AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT], and at or before 5:00 p.m., Eastern time, on [●], 2028, 20[ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [●] shares of common stock Ordinary Shares of the Company, par value $0.001 0.0001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock Share (which is equal to one hundred and twenty-five percent (125%) 100% of the price of the shares of Common Stock Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms Any term not defined herein shall have the meaning ascribed to them thereto in the Underwriting Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (Dragon Victory International LTD), Underwriting Agreement (Dragon Victory International LTD)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Northann Corp.between., Code Rebel Corporation, a Nevada Delaware corporation (the “Company”), on the one hand, ) and Craft Capital Management, LLC Xxxxxxx Securities Inc. (the “HolderXxxxxxx”), on the other hand, ) dated [●], 2023 2015 (the “Underwriting Agreement”), Xxxxxxx (in such capacity with its permitted successors or assigns, the “Holder”), as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from the date that is six months from [●], 2023 20[__] (the “Exercise Date”)) [THE DATE THAT IS 180 DAYS AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT], and at or before 5:00 p.m., Eastern time, on [●], 2028, 20[ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [●] shares of common stock of the Company, par value $0.001 0.0001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock Share (which is equal to one hundred and twenty-five percent (125%) [100.0]% of the price of the shares of Common Stock Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms Any term not defined herein shall have the meaning ascribed to them thereto in the Underwriting Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (Code Rebel Corp), Underwriting Agreement (Code Rebel Corp)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Northann Corp.VirTra, Inc., a Nevada corporation (the “Company”), on the one hand, ) and Craft Capital ManagementBoustead Securities, LLC (the “HolderBoustead”), on as representative (the other hand“Representative”) of the several underwriters listed in Schedule A thereto (the “Underwriters”), dated [●], 2023 2017 (the “Underwriting Agreement”), Boustead (in such capacity with its permitted successors or assigns, the “Holder”), as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from the date that is six months from [●], 2023 2017 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, 2022 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [●] shares of common stock of the Company, par value $0.001 0.0001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●[ ] per share of Common Stock Share (which is equal to one hundred and twenty-five twenty percent (125120.0%)) of the price of the shares of Common Stock Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms Any term not defined herein shall have the meaning ascribed to them thereto in the Underwriting Agreement. 1 NTD: 7% of shares issued in offering.
Appears in 2 contracts
Samples: Underwriting Agreement (VirTra, Inc), Underwriting Agreement (VirTra, Inc)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp.or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC (“Holder”), as registered owner of this Purchase Warrant Reborn Coffee, Inc., a Nevada Delaware corporation (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Holder is entitled, at any time or from time to time from the date that is six months from [ ] [●], 2023 DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [ ] [●], 2028, DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [ ] shares of common stock of the Company, par value $0.001 0.0001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●[ ] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [ ], 2022, the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form S-1 (File No. 333- 261937) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Samples: Underwriting Agreement (Reborn Coffee, Inc.), Underwriting Agreement (Reborn Coffee, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of Aegis Capital Corp. (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to PLASMATECH BIO PHARMACEUTICALS, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [____] shares of common stock of the Company, par value $0.001 0.01 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●___] per share of Common Stock (which is equal to one hundred and twenty-five percent (Share [125%) % of the price of the shares of Common Stock Shares sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (Plasmatech Biopharmaceuticals Inc), Underwriting Agreement (Plasmatech Biopharmaceuticals Inc)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of Aegis Capital Corp. (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to Wearable Devices Ltd., an Israeli company (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from beginning [●], 2023 2022 (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, 2027 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [●] ordinary shares of common stock of the Company, no par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinBusiness Day. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein , and the term “Business Day” shall have the meaning ascribed to them mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the Underwriting AgreementUnited States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
Appears in 2 contracts
Samples: Purchase Warrant Agreement (Wearable Devices Ltd.), Underwriting Agreement (Wearable Devices Ltd.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of [__________] (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to AxurRx BioPharma, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●]May 13, 2023 2020 (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern timetime May 13, on [●], 2028, 2024 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [●] shares of common stock of the Company, par value $0.001 0.0001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] 2.82 per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. This Warrant is being issued pursuant to the certain Selling Agent Agreement (the “Selling Agent Agreement”), dated May 9, 2019, by and among the Company and the Holder, providing for the public offering (the “Offering”) of shares of common stock, par value $0.001 per share, of the Company. The term “Effective Date” shall mean the effective date of the Offering. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 2 contracts
Samples: Selling Agent Agreement (AzurRx BioPharma, Inc.), Purchase Warrant Agreement (AzurRx BioPharma, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp.or on behalf of [Aegis Capital Corp./ Chardan Capital Markets, a Nevada corporation LLC] (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to Eyegate Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and until at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [____] shares of common stock of the Company, par value $0.001 0.01 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the Effective Date and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●___] per share of Common Stock (which is equal to one hundred and twenty-five percent (Share [125%) % of the price of the shares of Common Stock Company’s common stock sold in the Offering)Offering or 100% of the price of the Company’s common stock sold in the Offering to the Company’s insiders]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [ ], the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form S-1 (File No. 333-197725) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Samples: Underwriters’ Warrant Agreement (Eyegate Pharmaceuticals Inc), Underwriting Agreement (Eyegate Pharmaceuticals Inc)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Northann Corp.MED EIBY HOLDING CO., LIMITED, a Nevada corporation Cayman Islands exempted company with limited liability (the “Company”), on the one hand, and Craft Capital ManagementBoustead Securities, LLC (the “Holder”), on the other hand, dated [●]__, 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from the date that is six months from [●]___, 2023 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, on [●]____, 2028, 2028 (the “Expiration Date”, which date shall be no more than five years from the commencement of sales of the initial public offering pursuant to the Underwriting Agreement), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of _____ordinary shares of common stock (the “Shares”) of the Company, with $0.000002 par value $0.001 per ordinary share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Ordinary Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] ___ per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Ordinary Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Ordinary Share and the number of shares of Common Stock Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 2 contracts
Samples: Purchase Warrant Agreement (MED EIBY Holding Co., LTD), Purchase Warrant Agreement (MED EIBY Holding Co., LTD)
Purchase Warrant. THIS CERTIFIES THAT, pursuant in consideration of funds duly paid by or on behalf of Aegis Capital Corp. (“Holder”), as registered owner of this Purchase Warrant (this “Purchase Warrant”), to that certain Underwriting Agreement by and between Northann Corp.Felicitex Therapeutics Inc., a Nevada Delaware corporation (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Holder is entitled, at any time or from time to time from the date that is six months from beginning [●], 2023 2022 (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, 2027 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number [●] shares (the “Warrant Shares”) of shares of Company common stock of the Companystock, par value $0.001 0.0001 per share (the “Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinBusiness Day. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Stock; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock and the number of shares of Common Stock to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein , and the term “Business Day” shall have the meaning ascribed to them mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the Underwriting AgreementUnited States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
Appears in 2 contracts
Samples: Purchase Warrant Agreement (Felicitex Therapeutics Inc.), Underwriting Agreement (Felicitex Therapeutics Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of Aegis Capital Corp. (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to Rxxxxx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [____] shares of common stock of the Company, par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●___] per share of Common Stock (which is equal to one hundred and twenty-five percent (Share [125%) % of the public offering price of the shares of Common Stock Firm Shares sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [ ], the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form S-1 (File No. 333-202924) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Samples: Representative’s Warrant Agreement (Ritter Pharmaceuticals Inc), Underwriting Agreement (Ritter Pharmaceuticals Inc)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Northann Corp.True Leaf Medicine International Ltd., a Nevada Canadian corporation (the “"Company”), on the one hand, ") and Craft Capital ManagementBoustead Securities, LLC (the “Holder”"Boustead"), on as representative (the other hand"Representative") of the several underwriters listed in Schedule A thereto (the "Underwriters"), dated _____ [●], 2023 2017 (the “"Underwriting Agreement”"), Boustead (in such capacity with its permitted successors or assigns, the "Holder"), as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from the date that is six months from [●]______, 2023 20__ (the “"Exercise Date”"), and at or before 5:00 p.m., Eastern time, on [●]______, 2028, 20__ (the “"Expiration Date”"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [●] shares of common stock of the Company, no par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “"Shares"), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] ___ per share of Common Stock Share (which is equal to one hundred and twenty-five fifty percent (125150.0%)) of the price of the shares of Common Stock Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “"Exercise Price” " shall mean the initial exercise price as set forth above or the adjusted exercise price as a result [1] NTD: 6% of the events set forth shares issued in Section 6 belowoffering. price, depending on the context. Capitalized terms Any term not defined herein shall have the meaning ascribed to them thereto in the Underwriting Agreement.
Appears in 2 contracts
Samples: Participating Dealer Agreement (True Leaf Medicine International Ltd.), Underwriting Agreement (True Leaf Medicine International Ltd.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by or on behalf of [Xxxx Capital Partners, LLC/Feltl and between Northann Corp.Company, a Nevada corporation Inc.] (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to The Joint Corp., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and until at or before 5:00 p.m., Eastern time, on [●], 2028, _________] [DATE THAT IS FOUR YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [____] shares of common stock of the Company, par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the Effective Date and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●____] per share of Common Stock (which is equal to one hundred and twenty-five percent (Share [125%) % of the price of the shares of Common Stock Company’s common stock sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [ ], the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form S-1 (File No. 333-198860) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Samples: Warrant Agreement (JOINT Corp), Warrant Agreement (JOINT Corp)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of Aegis Capital Corp. (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to Eyegate Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and until at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [____] shares of common stock of the Company, par value $0.001 0.01 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●___] per share of Common Stock (which is equal to one hundred and twenty-five percent (Share [125%) % of the price of the shares of Common Stock Company’s common stock sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [ ], the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form S-1 (File No. 333-xxxxxxx) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Samples: Representative’s Warrant Agreement (Eyegate Pharmaceuticals Inc), Underwriting Agreement (Eyegate Pharmaceuticals Inc)
Purchase Warrant. THIS CERTIFIES THAT, pursuant in consideration of funds duly paid by or on behalf of [__________] (“Holder”), as registered owner of this Common Stock Purchase Warrant (this “Purchase Warrant”), to that certain Underwriting Agreement by and between Northann Corp.Acurx Pharmaceuticals, Inc., a Nevada Delaware corporation (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, 202[6] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [ ] shares (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five percent (Share [125%) % of the price of the shares of Common Stock Shares sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. This Purchase Warrant is being issued pursuant to the certain Underwriting Agreement (the “Underwriting Agreement”), dated [●], 2021, by and among the Company, the Representative and other underwriters named therein, providing for the public offering (the “Offering”) of shares of Common Stock. The term “Effective Date” shall mean the effective date of the Registration Statement on Form S-1 (File No. 333-[___]). The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized Initially capitalized terms not otherwise defined herein shall have the meaning ascribed meanings given to them those terms in the Underwriting Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (Acurx Pharmaceuticals, LLC), Underwriting Agreement (Acurx Pharmaceuticals, LLC)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Northann Corp.XUHANG HOLDINGS LIMITED, a Nevada corporation Cayman Islands exempted company (the “Company”), on the one hand, and Craft Capital ManagementUnivest Securities, LLC (the “Holder”), on the other hand, dated [●], 2023 2024 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant (this “Purchase Warrant”), is entitled, at any time or from time to time from the date that is six months from [●], 2023 20243 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, on [●], 202820274, (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [●] ordinary shares of common stock of the Company, par value $0.001 0.002 per share (the “Common StockOrdinary Shares”) as equates ), which is equal to six five percent (6.05%) of the aggregate number of shares of Common Stock Ordinary Shares sold in the Offering on the applicable Closing Date (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof6. If the Expiration Date is on a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on Until the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock Share (which is equal to one hundred and twenty-five thirty percent (125130%) of the price of the shares of Common Stock Ordinary Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof6, the rights granted by this Purchase Warrant, including the exercise price Exercise Price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The adjustment to the exercise price will be made either according to the specified criteria or to the nominal value of the Share at the time of issuance, whichever is higher. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement. 1 180 days following the commencement of sales of the Offering. 2 Three (3) years from the commencement of sales of the Offering. 3 180 days following the commencement of sales of the Offering. 4 Three (3) years from the commencement of sales of the Offering.
Appears in 2 contracts
Samples: Purchase Warrant (Xuhang Holdings LTD), Purchase Warrant (Xuhang Holdings LTD)
Purchase Warrant. THIS CERTIFIES THATORDINARY SHARES PURCHASE WARRANT (this “Purchase Warrant”) certifies that, pursuant to that certain Underwriting Agreement by and between Northann Corp.among Meihua International Medical Technologies Co., Ltd., a Nevada corporation Cayman Islands exempted company (the “Company”), on the one hand, ) and Craft Prime Number Capital Management, LLC and Shengang Securities Company Limited (each the “HolderUnderwriter”, together the “Underwriters”), on the other hand, dated [●], 2023 2021 (the “Underwriting Agreement”), Underwriters (in such capacity with their permitted successors or assigns, each the “Holder”, together the “Holders”), as registered owner of this Purchase Warrant, is are entitled, at any time or from time to time from the date that is six months from [●], 2023 20[●] (the “Exercise Date”)) [THE DATE THAT IS SIX (6) MONTHS AFTER THE EFFECTIVENESS OF THE REGISTRATION STATEMENT], and at or before 5:00 p.m., Eastern time, on [●], 2028, 20[●] [DATE THAT IS FOURYEARS AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of shares of common stock [●] Ordinary Shares of the Company, par value $0.001 0.0005 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares), including any Common Stock sold upon exercise of the over-allotment optionShares”)1, subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock Share (which is equal to one hundred and twenty-five percent (125%) 120% of the price of the shares of Common Stock Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms Any term not defined herein shall have the meaning ascribed to them thereto in the Underwriting Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (Meihua International Medical Technologies Co., Ltd.), Underwriting Agreement (Meihua International Medical Technologies Co., Ltd.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Northann Corp., a Nevada corporation (the “Company”), on the one hand, and Craft Prime Executions, Inc. dba Freedom Capital Management, LLC Markets (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from the date that is six months from [●], 2023 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of shares of common stock of the Company, par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five ten percent (125110%) of the price of the shares of Common Stock sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock and the number of shares of Common Stock to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (Northann Corp.), Underwriting Agreement (Northann Corp.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp.or on behalf of XX Xxxxxx, a Nevada corporation (the “Companydivision of Benchmark Investments, LLC(“Holder”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, 1847 Holdings LLC, a Delaware limited liability company (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [____]3 common shares of common stock of the Company, par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering Company (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall mean [________], 2022, the date on which the Registration Statement on Form S-1 (File No. 333-259011) of the Company (“Registration Statement”) was declared effective by the Securities and Exchange Commission (“Commission”). This Purchase Warrant and the Shares exercisable hereby have been registered with the meaning ascribed to them in Commission on the Underwriting AgreementRegistration Statement and are thus freely tradeable.
Appears in 2 contracts
Samples: Underwriting Agreement (1847 Holdings LLC), Underwriting Agreement (1847 Holdings LLC)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of [__________] (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to FreeCast, Inc., a Florida corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [ ] [●], 2023 DATE THAT IS ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [ ] [●], 2028, DATE THAT IS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [ ] shares of common stock of the Company, par value $0.001 0.0001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●[ ] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) Share [120% of the price of the shares of Common Stock Shares sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. This Warrant is being issued pursuant to the certain Underwriting Agreement (the “Underwriting Agreement”), dated ______, 2020, by and among the Company, the Holder and other underwriters named therein, providing for the public offering (the “Offering”) of shares of common stock, par value $0.0001 per share, of the Company. The term “Effective Date” shall mean the effective date of the Registration Statement on Form S-1 (File No. 333-236482). The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 2 contracts
Samples: Representative’s Warrant Agreement (FreeCast, Inc.), Underwriting Agreement (FreeCast, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Northann Corp.Qilian International Holding Group Limited, a Nevada corporation Cayman Islands company limited by shares (the “Company”), on the one hand, and Craft Capital ManagementUnivest Securities, LLC (the “Holder”), on the other hand, dated [●], 2023 2020 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from the date that is six months from [●], 2023 20[__] (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, 20[__] (the “Expiration Date”)Date”)[1], but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of ordinary shares of common stock of the Company, par value $0.001 0.00166667 per ordinary share (the “Common StockOrdinary Shares”) as equates to six percent (6.06%) of the aggregate number of shares of Common Stock Ordinary Shares sold in the Offering (the “Shares”), including excluding any Common Stock Ordinary Shares sold upon exercise as result of the exercise by the underwriters of their over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock Ordinary Share (which is equal to one hundred and twenty-five percent (125%) 110% of the price of the shares of Common Stock Ordinary Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Ordinary Share and the number of shares of Common Stock Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (Qilian International Holding Group LTD), Underwriting Agreement (Qilian International Holding Group LTD)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp.or on behalf of [Aegis Capital Corp./ Chardan Capital Markets, a Nevada corporation LLC] (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to Eyegate Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and until at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [____] shares of common stock of the Company, par value $0.001 0.01 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the Effective Date and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●___] per share of Common Stock (which is equal to one hundred and twenty-five percent (Share [125%) % of the price of the shares of Common Stock Company’s common stock sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [ ], the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form S-1 (File No. 333-197725) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 2 contracts
Samples: Underwriters’ Warrant Agreement (Eyegate Pharmaceuticals Inc), Underwriting Agreement (Eyegate Pharmaceuticals Inc)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of [●] (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to China Internet Nationwide Financial Services Inc. a British Virgin Island (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ] [EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ] [ DATE THAT IS TWO YEARS FROM THE EFFECTIVE DATE OF THE OFFERING ] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of ordinary shares of common stock of the Company, par value $0.001 per share (“Common Stock”) as equates to six four and one half percent (6.04.5%) of the aggregate number of shares of Common Stock sold gross amount raised during the Offering divided by $10.00, being the subscription price per ordinary share in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which U.S. banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $12.00 per Share (the “Exercise Price”) [●] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) 120% of the price of the shares of Common Stock Shares sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or include the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 1 contract
Samples: Purchase Warrant Agreement (China Internet Nationwide Financial Services, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant for good and valuable consideration of funds duly paid by or on behalf of Aegis Capital Corp. (“Holder”), as registered owner of this Purchase Warrant, to that certain Underwriting Agreement by and between Northann Corp.Eastside Distilling, Inc., a Nevada corporation (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Holder is entitled, at any time or from time to time from the [________________] [date that is six months one year from [●], 2023 the effective date of the offering] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [date that is four years from the Commencement Date] (the “Expiration Date”), but not thereafterbefore the Commencement Date or after the Expiration Date, to subscribe for, purchase and receive, in whole or in part, up to such number of shares of common stock 120,000 units (“Units”) of the Company, each unit consisting of one share of the Company’s common stock, par value $0.001 0.0001 per share (the “Common Stock”) as equates and warrants in the form of Exhibit A attached hereto (the “Warrants”) to six percent (6.0%) purchase one half of the aggregate number one share of Common Stock. The shares of Common Stock sold in and the Offering Warrants (each a “Component Security” and collectively, the “Shares), including any Common Stock sold Component Securities”) are immediately separable and will be issued separately upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereofthis Purchase Warrant. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●___] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) Unit [120% of the price of the shares of Common Stock Units sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Unit and the number of shares of Common Stock Units to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 1 contract
Samples: Purchase Warrant Agreement (Eastside Distilling, Inc.)
Purchase Warrant. THIS CERTIFIES THATAMERICAN DEPOSITARY SHARES PURCHASE WARRANT (this “Purchase Warrant”) certifies that, pursuant to that certain Underwriting Agreement underwriting agreement by and between Northann Corp.Earlyworks Co., Ltd., a Nevada stock corporation organized under the laws of Japan (the “Company”)) and US Tiger Securities, on the one hand, and Craft Capital Management, LLC Inc. (the “HolderUS Tiger”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”). US Tiger (in such capacity with its permitted successors or assigns, the “Holder”), as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from the date that is six months from [●], 2023 ] (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of shares of common stock of the Company, par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering [●] American Depositary Shares (the “Shares”), including any Common Stock sold upon exercise of the over-allotment optioneach Share representing one (1) Ordinary Share, subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein, provided, however, for clarification, that banking institutions shall not be deemed to be authorized or required by law or executive order to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of banking institutions in The City of New York generally are open for use by customers on such day. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five percent Share (125%) % of the price of the shares of Common Stock Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms Any term not defined herein shall have the meaning ascribed to them thereto in the Underwriting Agreement.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp.or on behalf of Prime Number Capital, LLC (“Holder”), as registered owner of this Purchase Warrant of Erayak Power Solution Group Inc., a Nevada corporation Cayman Islands exempted company (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Holder is entitled, at any time or from time to time from the date that is six months from [ ] [●], 2023 DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [●] Class A ordinary shares of common stock of the Company, par value $0.001 0.0001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share [WHICH IS EQUAL TO 120% OF THE PER SHARE PRICE OF THE SHARES SOLD IN THE OFFERING]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [●], 2022, the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form F-1 (File No. 333-262292) of the Company was declared effective by the U.S. Securities and Exchange Commission (the “Commission”).
Appears in 1 contract
Samples: Warrant Agreement (Erayak Power Solution Group Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp.or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC (“Holder”), as registered owner of this Purchase Warrant issued by Guardforce AI Co., Limited, a Nevada corporation Cayman Islands company (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ] [DATE THAT IS SIX MONTHS FROM THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING] (the “Exercise Commencement Date”), and until at or before 5:00 p.m., Eastern time, on [●], 2028, ] [DATE THAT IS FOUR AND A HALF-YEARS FROM THE COMMENCEMENT DATE] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of shares of common stock [●] Ordinary Shares of the Company, par value $0.001 0.003 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Ordinary Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [●], 2021, the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form F-1 (File No. 333-[●]) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by for good and between Northann Corp.valuable consideration, a Nevada corporation the receipt and sufficiency of which is hereby acknowledged, ______________ (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of shares [____] (the “Shares”) of common stock of the Companystock, par value $0.001 0.0001 per share (the “Common Stock”) as equates to six percent (6.0%) ), of the aggregate number of shares of Common Stock sold in the Offering Hoth Therapeutics, Inc., a Nevada corporation (the “SharesCompany”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized or required by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is Share [equal to one hundred and twenty-five percent (125%) % of the price of the shares of Common Stock sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. This Purchase Warrant is being issued in connection with a public offering of shares of Common Stock pursuant to the Company’s registration statement on Form S-1 (File No.: 333-227772) (the “Offering”). The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein shall have As used herein, “Effective Date” means the meaning ascribed to them date on which the Shares being sold in the Underwriting AgreementOffering first become legally eligible for distribution to the public as determined in accordance with FINRA Conduct Rule 5110(a)(12).
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of Aegis Capital Corp. (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to The Singing Machine Company, Inc. a Delaware company (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from beginning [●], 2023 2022 (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, 2027 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [●] shares of common stock of the Company, $0.01 par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinBusiness Day. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein , and the term “Business Day” shall have the meaning ascribed to them mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the Underwriting AgreementUnited States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
Appears in 1 contract
Samples: Purchase Warrant Agreement (Singing Machine Co Inc)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of [●] (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to Fit Boxx Holdings Limited, a Cayman Islands company (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 20192 (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 202820243 (the ”Expiration Date”), which will be the five-year anniversary of the effective date of the Company’s Registration Statement on Form F-1 (File No. 333-229028) (the “Expiration Registration Statement”) (such date, the “Effective Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [●] ordinary shares of common stock of the Company, par value $0.001 0.000003 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant, except as otherwise provided herein or with the Holder’s consent. This Purchase Warrant is initially exercisable at $[●] ]4 per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them 1 Insert 7% of shares sold in the Underwriting Agreement.offering] 2 Insert date that is 180 days after Effective Date of Registration Statement] 3 Insert date that is five years after Effective Date of Registration Statement] 4 Insert 120% of public offering price]
Appears in 1 contract
Samples: Underwriter’s Warrant Agreement (Fit Boxx Holdings LTD)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp.or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC (“Holder”), as registered owner of this Purchase Warrant of Stran & Company, Inc., a Nevada corporation (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Holder is entitled, at any time or from time to time from the date that is six months from [ ] [●], 2023 DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [ ] [●], 2028, DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [ ] shares of common stock of the Company, par value $0.001 0.0001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●[ ] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [ ], 2021, the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form S-1 (File No. 333- [ ]) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, pursuant in consideration of funds duly paid by or on behalf of Viewtrade Securities, Inc. (“Holder”), as registered owner of this Purchase Warrant, to that certain Underwriting Agreement by and between Northann Corp.The Future Education Group Inc., a Nevada corporation (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 _] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, _] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [_] shares of Class A common stock of the Company, par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●_] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) Share [110% of the price of the shares of Common Stock Shares sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 1 contract
Samples: Representative’s Warrant Agreement (The Future Education Group Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by for value received, Aegis Capital Corp. or it assigns (each a “Holder” and between Northann Corp.collectively, a Nevada corporation (the “CompanyHolders”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from the date that is six months from time, in whole or in part, during a period commencing on [●], 2023 _________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, (the “Expiration Date”), but not thereafter, ) to subscribe for, purchase and receive, in whole or in part, up to such number an aggregate of shares of common stock of the Company[____] ordinary shares, par value $0.001 NIS 1.00 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”) of Mapi – Pharma Ltd., an Israeli corporation (the “Company”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereofhereof the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified, as follows: (i) one quarter of this Purchase Warrant will have an exercise period of 48 months beginning on the Commencement Date, at an initial exercise price per ordinary share of $[•], which is equal to 150.0% of the initial public offering price per share of ordinary share; (ii) one half of this Purchase Warrant will have an exercise period of 42 months beginning six months after the Commencement Date, at an initial exercise price per ordinary share of $[•], which is equal to 200.0% of the initial public offering price per share of ordinary share; and (iii) one quarter of this Purchase Warrant will have an exercise period of 36 months beginning one year following the Commencement Date, at an initial exercise price per share of ordinary share of $[•], which is equal to 250.0% of the initial public offering price per share of ordinary share (each an “Expiration Date”). If the an applicable Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the applicable Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock and the number of shares of Common Stock to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean mean, as the case maybe, the applicable initial exercise price as set forth above prices or the adjusted applicable exercise price as a result of the events set forth in Section 6 belowprices, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, pursuant in consideration of funds duly paid by or on behalf of [Brean Capital, LLC [OR] Summer Street Research Partners] (“Holder”), as registered owner of this warrant (a “Purchase Warrant”), to that certain Underwriting Agreement by and between Northann Corp.MicroLin Bio, Inc., a Nevada Delaware corporation (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Holder is entitled, at any time or from time to time from the date that is six months from [ ] [●], 2023 DATE THAT IS THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT RELATED TO THIS OFFERING] (the “Exercise Commencement Date”), and until at or before 5:00 p.m., Eastern time, on [ ] [●], 2028, DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT RELATED TO THIS OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number [ ] shares [5% of shares of sold in the Offering (excluding overallotment)]of common stock of the Company, par value $0.001 0.000001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●[ ] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) Share [120% of the price of the shares of Common Stock Company’s common stock sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [ ], the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form S-1 (File No. 333-193315) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Northann Corp.Aerkomm Inc., a Nevada corporation (the “Company”), on the one hand, ) and Craft Capital ManagementBoustead Securities, LLC (the “HolderBoustead”), on the other hand, dated [●], 2023 2018 (the “Underwriting Agreement”), Boustead (in such capacity with its permitted successors or assigns, the “Holder”), as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from the date that is six months from [●], 2023 20[__] (the “Exercise Date”)) [THE DATE THAT IS THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT], and at or before 5:00 p.m., Eastern time, on [●], 2028, 20[ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [●] shares of common stock Common Stock of the Company, par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock Share (which is equal to one hundred and twenty-five percent (125%) 100% of the price of the shares of Common Stock Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms Any term not defined herein shall have the meaning ascribed to them thereto in the Underwriting Agreement.
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Purchase Warrant. THIS CERTIFIES THAT, pursuant in consideration of funds duly paid by or on behalf of Aegis Capital Corp. (the “Holder”), as registered owner of this warrant to that certain Underwriting Agreement by and between Northann Corp.purchase shares of Common Stock (as defined below (the “Purchase Warrant”), to Serve Robotics Inc., a Nevada Delaware corporation (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Holder is entitled, at any time or from time to time from the date that is six months from beginning [●], 2023 20241 (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, 20292 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [●] shares (the “Shares”) of common stock of the Company, par value $0.001 0.0001 per share (the “Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinBusiness Day. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] ]3 per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein , and the term “Business Day” shall have the meaning ascribed to them mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the Underwriting AgreementUnited States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on such day. 1 INSERT DATE 180 DAYS AFTER EFFECTIVE DATE. 2 INSERT DATE 5 YEARS AFTER EFFECTIVE DATE. 3 INSERT 125% of PUBLIC OFFERING PRICE PER SHARE.
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Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann or on behalf of Kingswood Capital Markets, division of Benchmark Investments, Inc. (“Holder”), as registered owner of this Purchase Warrant, ComSovereign Holding Corp., a Nevada corporation (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [____] shares of common stock of the Company, par value $0.001 0.0001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●____] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) Share 110% of the public offering price of the shares of Common Stock Firm Shares sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [________________], the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form S-1 (File No. 333-272580) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Samples: Underwriting Agreement (ComSovereign Holding Corp.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Northann Corp.Fuxing China Group Limited, a Nevada corporation Bermuda exempted company limited by shares (the “Company”), on the one hand, and Craft Capital ManagementBoustead Securities, LLC (the “Holder”), on the other hand, dated [●[ ], 2023 2024 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from the date that is six months from [●[ ], 2023 2024 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, on [●[ ], 2028, 2027 (the “Expiration Date”, which date shall be no more than five years from the commencement of sales of the initial public offering pursuant to the Underwriting Agreement and FINRA Rule 5110(g)(8)(A)), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [ ] American Depositary Shares (“ADSs”, each an “ADS”) representing [ ] ordinary shares of common stock of the Company, par value $0.001 S$5.00 per ordinary share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Ordinary Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. One ADS represents 20 Ordinary Shares. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●[ ] per share ADS (100% of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the OfferingOffering price); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock ADS and the number of shares of Common Stock ADSs to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
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Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation (the “Company”), or on the one hand, and Craft Capital Managementbehalf of Xxxxxx Xxxxxx & Co., LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to Xxxxx Biosciences, Inc., a New Jersey corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [____] shares of common stock of the Company, no par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●___] per share of Common Stock (which is equal to one hundred and twenty-five percent (Share [125%) % of the public offering price of the shares of Common Stock Class A Units sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 1 contract
Samples: Purchase Warrant Agreement (Akers Biosciences, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp.or on behalf of EX Xxxxxx, division of Benchmark Investments, LLC (“Holder”), as registered owner of this Purchase Warrant, American Rebel Holdings, Inc., a Nevada corporation (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [__] shares of common stock of the Company, par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●__] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [ ], 2022, the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form S-1 (File No. 333-260646 ) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Samples: Underwriting Agreement (American Rebel Holdings Inc)
Purchase Warrant. THIS CERTIFIES THAT, pursuant in consideration of funds duly paid by or on behalf of The Benchmark Company, LLC (“Holder” or “Benchmark”), as registered owner of this Purchase Warrant, to that certain Underwriting Agreement by and between Northann Corp.NANO Nuclear Energy, Inc., a Nevada corporation (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Holder is entitled, at any time or from time to time from the date that is six months from [●]beginning April 24, 2023 2025 (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●]October 25, 2028, 2029 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of 105,882 shares (the “Warrant Shares”) of common stock included as part of the Companyunit (consisting of one (1) share of common stock and a warrant to purchase up to one-half (0.5) of a share of common stock), par value $0.001 0.0001 per share (the “Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares), including any Common Stock sold upon exercise of the over-allotment optionCompany, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closebusiness day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a business day in accordance with the terms herein. During the period commencing on the Commencement Date and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This The Exercise Price of this Purchase Warrant is initially exercisable at $[●] 17.00 per share of Common Stock (which is Share, equal to one hundred and twenty-five percent (125%) % of the offering price of the shares of Common Stock units sold in the Offering)offering; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Warrant Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth provided for above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “business day” shall have the meaning ascribed to them mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the Underwriting AgreementUnited States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
Appears in 1 contract
Samples: Purchase Warrant Agreement (Nano Nuclear Energy Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant in consideration of funds duly paid by or on behalf of [__________] (“Holder”), as registered owner of this Purchase Warrant, to that certain Underwriting Agreement by and between Northann Corp.Muscle Maker, Inc., a Nevada corporation (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Holder is entitled, at any time or from time to time from the date that is six months from [●]March 9, 2023 2021 (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●]September 10, 2028, 2025 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [ ] shares of common stock of the Company, par value $0.001 0.0001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] 2.04 per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. This Warrant is being issued pursuant to the certain Underwriting Agreement (the “Underwriting Agreement”), dated September 10, 2020, by and among the Company, the Holder and other underwriters named therein, providing for the public offering (the “Offering”) of shares of common stock, par value $0.0001 per share, of the Company. The term “Effective Date” shall mean the effective date of the Registration Statement on Form S-1 (File No. 333- 245047). The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation (the “Company”), or on the one hand, and Craft Capital Managementbehalf of WallachBeth Capital, LLC or its assigns (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to SeqLL Inc., Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 2020 (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, 2024 (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [●] shares (the “Shares”) of common stock of the Company, par value $0.001 0.00001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares), including any Common Stock sold upon exercise of the over-allotment optionshare, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase WarrantWarrant except as otherwise provided herein or with the Holder’s consent. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed This Purchase Warrant is being issued pursuant to them in the that certain Underwriting Agreement, dated [●], 2019 (the “Agreement”), between the Company and, on behalf of the Underwriters named on Schedule 1 thereto, WallachBeth Capital, LLC (“WallachBeth”). The Company’s offering contemplated by the Agreement is referred to herein as the “Offering.”
Appears in 1 contract
Samples: Underwriting Agreement (SeqLL, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant in consideration of funds duly paid by or on behalf of Aegis Capital Corp. (the “Holder”), as registered owner of this warrant to that certain Underwriting Agreement by and between Northann Corp.purchase shares of Common Stock (as defined below (the “Purchase Warrant”), to Serve Robotics Inc., a Nevada Delaware corporation (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Holder is entitled, at any time or from time to time from the date that is six months from beginning [●], 2023 20242 (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, 20293 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [●] shares (the “Shares”) of common stock of the Company, par value $0.001 0.0001 per share (the “Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinBusiness Day. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] ]4 per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein , and the term “Business Day” shall have the meaning ascribed to them mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the Underwriting AgreementUnited States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on such day. 2 INSERT DATE 180 DAYS AFTER EFFECTIVE DATE. 3 INSERT DATE 5 YEARS AFTER EFFECTIVE DATE. 4 INSERT 125% of PUBLIC OFFERING PRICE PER SHARE.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of [●] (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to China Internet Nationwide Financial Services Inc. a British Virgin Island (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ] [EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ] [ DATE THAT IS TWO YEARS FROM THE EFFECTIVE DATE OF THE OFFERING ] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of ordinary shares of common stock of the Company, par value $0.001 per share (“Common Stock”) as equates to six and one half percent (6.06.5%) of the aggregate number of shares of Common Stock sold gross amount raised during the Offering divided by $5.00, being the subscription price per ordinary share in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which U.S. banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.00 per Share (the “Exercise Price”) [●] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) 120% of the price of the shares of Common Stock Shares sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or include the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 1 contract
Samples: Purchase Warrant Agreement (China Internet Nationwide Financial Services, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp.or on behalf of XX Xxxxxx, a Nevada corporation (the “Company”), on the one hand, and Craft Capital Managementdivision of Benchmark Investments, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Onfolio Holdings Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from _______, 2022 [●], 2023 DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THIS INITIAL PUBLIC OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on _______, 2027 [●], 2028, DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THIS OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of shares of [●]1 common stock stocks of the Company, par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering Company (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the a price of the shares of Common Stock sold in the Offering)$___ per Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above of $____ per Share (equal to 110% of the initial public offering price) or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall mean ___________, 2022, the date on which the Registration Statement on Form S-1 (File No. 333-264191) of the Company (“Registration Statement”) was declared effective by the Securities and Exchange Commission (the “Commission”). This Purchase Warrant and the Shares exercisable hereby have been registered with the meaning ascribed to them in Commission on the Underwriting AgreementRegistration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: Representative’s Warrant Agreement (Onfolio Holdings, Inc)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of Aegis Capital Corp. (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to Maris-Tech Ltd., an Israeli company (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from beginning [●], 2023 2021 (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, 2026 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [●] ordinary shares of common stock of the Company, no par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinBusiness Day. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein , and the term “Business Day” shall have the meaning ascribed to them mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the Underwriting AgreementUnited States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp.or on behalf of EX Xxxxxx, division of Benchmark Investments, LLC (“Holder”), as registered owner of this Purchase Warrant of Opti-Harvest, Inc., a Nevada Delaware corporation (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [__] shares of common stock of the Company, par value $0.001 0.0001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●__] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [ ], 2022, the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form S-1 (File No. 333-261990) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of [__________] (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to Ammo, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●]May 29, 2023 2021 (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●]November 30, 2028, 2025 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [____________] shares of common stock of the Company, par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] 2.63 per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. This Warrant is being issued pursuant to the certain Underwriting Agreement (the “Underwriting Agreement”), dated November 30, 2020, by and among the Company, the Holder and other underwriters named therein, providing for the public offering (the “Offering”) of shares of common stock, par value $0.001 per share, of the Company. The term “Effective Date” shall mean the effective date of the Registration Statement on Form S-1 (File No. 333- 248800). The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of Aegis Capital Corp. (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to Skyline Medical Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number [____] shares [5% of shares the Firm Shares sold in the Offering] of common stock of the Company, par value $0.001 0.01 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●___] per share of Common Stock (which is equal to one hundred and twenty-five percent (Share [125%) % of the public offering price of the shares of Common Stock Firm Shares sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [ ], the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form S-1 (File No. 333-[______]) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp.or on behalf of Prime Number Capital, LLC (“Holder”), as registered owner of this Purchase Warrant of Erayak Power Solution Group Inc., a Nevada corporation Cayman Islands exempted company (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Holder is entitled, at any time or from time to time from the date that is six months from [ ] [●], 2023 DATE THAT IS SIX MONTHS FROM THE COMMENCEMENT OF SALES OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ] [DATE THAT IS FIVE YEARS FROM THE COMMENCEMENT OF SALES OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [●] Class A ordinary shares of common stock of the Company, par value $0.001 0.0001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share [WHICH IS EQUAL TO 120% OF THE PER SHARE PRICE OF THE SHARES SOLD IN THE OFFERING]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 1 contract
Samples: Warrant Agreement (Erayak Power Solution Group Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp.or on behalf of XX Xxxxxx, a Nevada corporation (the “Company”), on the one hand, and Craft Capital Managementdivision of Benchmark Investments, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Glucose Health, Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●]_______, 2023 [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THIS INITIAL PUBLIC OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on _______, 2028 [●], 2028, DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THIS OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [●]1 shares of common stock of the Company, par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering Company (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the a price of the shares of Common Stock sold in the Offering)$___ per Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above of $____ per Share (equal to 150% of the initial public offering price) or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean ___________, 2023, the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form S-1 (File No. 333-265335) of the Company (“Registration Statement”) was declared effective by the Securities and Exchange Commission (the “Commission”).
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation (the “Company”), or on the one hand, and Craft Capital Management, behalf of XX Xxxxxx LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to Zhibao Technology Inc., a Cayman Islands exempted company (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●________], 2023 2024 (the “Exercise Commencement Date”), and at or before 5:00 p.m.5:00p.m., Eastern time, on [●________], 2028, 20__ (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of shares of common stock of the Company[________] Class A ordinary shares, par value $0.001 0.0001 per share (“Common StockOrdinary Shares”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering Company (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinBusiness Day. During the period commencing on the Commencement Date and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●________] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Business Day” shall have the meaning ascribed to them mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the Underwriting AgreementUnited States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of _________ (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to Long Island Iced Tea Corp., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [____] shares (the “Shares”) of common stock of the Company, par value $0.001 0.0001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●___] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) Share [110% of the price of the shares of Common Stock Shares sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms used but not defined herein shall have the meaning meanings ascribed to them in the Underwriting Agreement., dated as of [●], 2016, by and between the Company and Network 1 Financial Services, Inc.
Appears in 1 contract
Samples: Underwriter’s Warrant Agreement (Long Island Iced Tea Corp.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of Aegis Capital Corp. (the “CompanyAegis”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to Stemline Therapeutics, Inc., a Delaware corporation (the “Company”), Aegis (Aegis or the registered holder of this Purchase Warrant by virtue of a permitted assignment or transfer under Section 3, the “Holder”) is entitled, at any time or from time to time from the date that is six months from [ ] [●], 2023 DATE THAT IS ONE YEAR AFTER DATE OF EFFECTIVENESS] (the “Exercise Commencement Date”), and until at or before 5:00 p.m., Eastern time, on [ ] [●], 2028, DATE THAT IS FIVE YEARS AFTER DATE OF EFFECTIVENESS] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [ ] shares of common stock of the Company, par value $0.001 0.0001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares), including any Common Stock sold upon exercise of the over-allotment optionshare, subject to adjustment as provided in Section 6 hereofhereof (the “Shares”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this the Purchase Warrant. This Purchase Warrant is initially exercisable at $[●[ ] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) Share [150% of the price of the shares of Common Stock Company’s common stock sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 1 contract
Samples: Representative’s Warrant Agreement (Stemline Therapeutics Inc)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of Aegis Capital Corp. (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to ParaZero Technologies Ltd., an Israeli company (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from beginning [●], 2023 2022 (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, 2027 (the “Expiration Date”), but not thereafterthereafter in compliance with FINRA Rule 5110(g)(8)(A), to subscribe for, purchase and receive, in whole or in part, up to such number of [●] ordinary shares of common stock of the Company, par value $0.001 NIS 0.02 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinBusiness Day. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein , and the term “Business Day” shall have the meaning ascribed to them mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the Underwriting AgreementUnited States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
Appears in 1 contract
Samples: Purchase Warrant Agreement (ParaZero Technologies Ltd.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Northann Corp., a Nevada corporation This Unit Purchase Warrant (the “CompanyPurchase Warrant”)) certifies that, on the one handfor value received, and Craft Capital Management, Maxim Partners LLC or its permitted assigns (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, ) is entitled, at upon the terms and subject to the conditions hereinafter set forth, on any time on or from time to time from after the date that is six months from [●], 2023 180 days after the effective date of the registration statement (the “Exercise Effective Date” or “Commencement Date”), ) and at on or before 5:00 p.m., Eastern time, prior to the close of business on [●], 2028, the fifth (5th) anniversary of the Commencement Date (the “Expiration Date”), ) but not thereafter, to subscribe for, for and purchase and receivefrom Amedica Corporation (“Company”), in whole or in part, up to such number of shares of common stock [ ] ([ ]) units (“Units”) of the Company, each Unit consisting of one share of Series B Convertible Preferred Stock, par value $0.001 0.01 per share (the “Series B Preferred Stock”), and [ ] ([ ]) warrants (“Warrant(s)”) to purchase one share of common stock, par value $0.01 per share (the “Common Stock”) ). The Units will not be issued or certificated. Each share of Series B Preferred Stock will have the same preferences, rights and designations as equates those shares issued to six percent (6.0%) of the aggregate number of shares of Common Stock sold purchasers in the Offering that certain public follow-on offering that initially closed on [ ], 2018 (the “Shares), including any Common Offering”) and as set forth in the Certificate of Designations of Series B Convertible Preferred Stock sold upon exercise filed with the Secretary of State of the over-allotment optionState of Delaware on [ ], subject to adjustment 2018 (the “Certificate of Designation”). Each Warrant will be the same as provided the warrants issued in Section 6 hereofthe Offering. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on until the close of the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this the Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] 1,100 per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Unit; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Unit and the number of Units (such shares of Common Series B Preferred Stock and Warrants to be delivered upon exercise of this Purchase Warrant, the “Delivered Securities”) to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 1 contract
Samples: Warrant Agreement (AMEDICA Corp)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Northann Corp.MOBIQUITY TECHNOLOGIES, INC., a Nevada New York corporation (the “Company”), on the one hand, and Craft Capital ManagementSPARTAN CAPITAL SECURITIES, LLC (the “Holder”)LLC, on the other hand, dated [●___], 2023 (as may be amended from time to time, the “Underwriting Agreement”), the Spartan Capital Securities, LLC (“Holder”) and its assignees, as registered owner holders of this Purchase Warrant, is entitled, at any time or from time to time from the date that is six months from [●____], 2023 2023, the effective date of the Company’s Registration Statement on Form S-1 with the Securities and Exchange Commission (the “Exercise Effective Date”), and at or before 5:00 p.m., Eastern time, on [●___], 2028, 2028 (five (5) years from the Effective Date) (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [___] shares of common stock Common Stock of the Company, $0.0001 par value $0.001 per share (the “Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this purchase warrant (“Purchase Warrant”). This Purchase Warrant is initially exercisable at $[●___] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) 110% of the price of the shares of Common Stock sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock and the number of shares of Common Stock to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 1 contract
Samples: Underwriters' Warrant Agreement (Mobiquity Technologies, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Northann Corp.Gelteq Limited, a Nevada corporation an Australian public limited company limited to shares (the “Company”), on the one hand, ) and Craft Capital ManagementBoustead Securities, LLC (the “HolderBoustead”), on the other hand, dated [●[ ], 2023 2022 (the “Underwriting Agreement”), Boustead (in such capacity with its permitted successors or assigns, the “Holder”), as registered owner of this Purchase Warrant, is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or from time to time from the date that is six months from [●[ ], 2023 2022 (the “Exercise Issuance Date”), and at or before 5:00 p.m., Eastern time, on [●*], 2028, 2027 (the “Expiration Date,”) which such date is five (5) years from the commencement of the sales of the Ordinary Shares in connection with the initial public offering contemplated by the Underwriting Agreement (the “Offering”) under the registration statement on Form F-1 (Registration No. 333-[ ]) of the Company (the “Registration Statement”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of shares of common stock [ ] Ordinary Shares of the Company, no par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 5 hereof. This Purchase Warrant is not exercisable or convertible for more than five years from the commencement of sales of Ordinary Shares in the Offering. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which that is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●[ ] per share of Common Stock Share (which is equal to one hundred and twenty-five percent (125%) 100% of the price of the shares of Common Stock Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms Any term not defined herein shall have the meaning ascribed to them thereto in the Underwriting Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Gelteq LTD)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Northann Corp.VCI Global Limited, a Nevada corporation British Virgin Islands company (the “Company”), on the one hand, and Craft Capital ManagementBoustead Securities, LLC (the “Holder”), on the other hand, dated [●]April 13, 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from the date that is six months from [●]___, 2023 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, on [●]____, 2028, 2028 (the “Expiration Date”, which date shall be no more than five years from the commencement of sales of the initial public offering pursuant to the Underwriting Agreement), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of _____ordinary shares of common stock (the “Shares”) of the Company, no par value $0.001 per ordinary share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Ordinary Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] ___ per share Ordinary Share (100% of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the OfferingOffering price); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Ordinary Share and the number of shares of Common Stock Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
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Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by for good and between Northann Corp.valuable consideration, a Nevada corporation the receipt and sufficiency of which is hereby acknowledged, ______________ (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of shares [____] (the “Shares”) of common stock of the Companystock, par value $0.001 0.0001 per share (the “Common Stock”) as equates to six percent (6.0%) ), of the aggregate number of shares of Common Stock sold in the Offering Amesite Inc., a Delaware corporation (the “SharesCompany”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized or required by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is Share [equal to one hundred and twenty-five percent (125%) 120% of the price of the shares of Common Stock sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. This Purchase Warrant is being issued in connection with a public offering of shares of Common Stock pursuant to the Company’s registration statement on Form S-1 (File No.: 333-248001) (the “Offering”). The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein shall have As used herein, “Effective Date” means the meaning ascribed to them date on which the Shares being sold in the Underwriting AgreementOffering first become legally eligible for distribution to the public as determined in accordance with FINRA Conduct Rule 5110(a)(12). 1 NTD: To be 5% of the aggregate number of shares of common stock sold in the offering, including over-allotment shares.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation (the “Company”), or on the one hand, and Craft Capital Management, behalf of CRAFT CAPITAL MANAGEMENT LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, 1847 Holdings LLC, a Delaware limited liability company (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●]February 5, 2023 (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●]August 2, 2028, 2027 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of 35,715 common shares of common stock of the Company, par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering Company (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] 5.25 per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall mean August 2, 2022, the date on which the Registration Statement on Form S-1 (File No. 333-259011) of the Company (“Registration Statement”) was declared effective by the Securities and Exchange Commission (“Commission”). This Purchase Warrant and the Shares exercisable hereby have been registered with the meaning ascribed to them in Commission on the Underwriting AgreementRegistration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: Purchase Warrant (1847 Holdings LLC)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp.or on behalf of Kingswood Investments, a Nevada corporation (the “Company”), on the one hand, and Craft division of Kingswood Capital ManagementPartners, LLC (the “Kingswood Investments” or “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Telomir Pharmaceuticals, Inc, a corporation incorporated under the law of the State of Florida (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern New York City time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [●] shares of common stock of the Company, no par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [__________], 2023, the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form S-1 (File No. 333-275534) of the Company was declared effective by the Securities and Exchange Commission (the “Commission”).
Appears in 1 contract
Samples: Representative’s Warrant Agreement (Telomir Pharmaceuticals, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by or on behalf of Feltl and between Northann Corp.Company, a Nevada corporation Inc. (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to BioLight Life Sciences Ltd., a an Israeli company (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and until at or before 5:00 p.m., Eastern time, on [●], 2028, _________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [____] ordinary shares of common stock (the “Shares”) of the Company, par value $0.001 NIS 2.5 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Ordinary Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●____] per share of Common Stock (which is Share [equal to one hundred and twenty-five percent (125%) % of the price higher of the shares of Common Company’s share closing price on the Tel Aviv Stock sold in Exchange a day before the Offering)initial public offering and the initial public offering price per share]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [ ], the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form F-1 (File No. 333-209454) of the Company was declared effective by the Securities and Exchange Commission.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Northann Corp.Qilian International Holding Group Limited, a Nevada corporation Cayman Islands company limited by shares (the “Company”), on the one hand, and Craft Capital ManagementUnivest Securities, LLC (the “Holder”), on the other hand, dated [●], 2023 2019 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from the date that is six months from [●], 2023 20[__] (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, 20[__] (the “Expiration Date”)Date”)[1], but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of ordinary shares of common stock of the Company, par value $0.001 per ordinary share (the “Common StockOrdinary Shares”) as equates to six percent (6.06%) of the aggregate number of shares of Common Stock Ordinary Shares sold in the Offering (the “Shares”), including excluding any Common Stock Ordinary Shares sold upon exercise as result of the exercise by the underwriters of their over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock Ordinary Share (which is equal to one hundred and twenty-five percent (125%) 110% of the price of the shares of Common Stock Ordinary Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Ordinary Share and the number of shares of Common Stock Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Qilian International Holding Group LTD)
Purchase Warrant. THIS CERTIFIES THAT, pursuant in consideration of funds duly paid by or on behalf of Aegis Capital Corp. (the “Holder”), as registered owner of this warrant to that certain Underwriting Agreement by and between Northann Corp.purchase shares of Common Stock (as defined below (the “Purchase Warrant”), to Serve Robotics Inc., a Nevada Delaware corporation (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, Holder is entitled, at any time or from time to time from the date that is six months from [●]beginning October 14, 2023 2024 (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●]April 17, 2028, 2029 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of 500,000 shares (the “Shares”) of common stock of the Company, par value $0.001 0.0001 per share (the “Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinBusiness Day. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] 5.00 per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein , and the term “Business Day” shall have the meaning ascribed to them mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the Underwriting AgreementUnited States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
Appears in 1 contract
Samples: Purchase Warrant Agreement (Serve Robotics Inc. /DE/)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Northann Corp.between., FOTV Media Networks Inc., a Nevada Delaware corporation (the “Company”), on the one hand, ) and Craft Capital ManagementMonarch Bay Securities, LLC (the “HolderMBS”), on as Representative of the other handseveral underwriters, dated August [●], 2023 2016 (the “Underwriting Agreement”), MBS (in such capacity with its permitted successors or assigns, the “Holder”), as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from the date that is six months from [●], 2023 2016 (the “Exercise Date”)) [THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT], and at or before 5:00 p.m., Eastern time, on [●], 2028, 2021 [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [●] shares [NUMBER OF SHARES EQUAL TO 3% OF SHARES SOLD IN THE IPO] of common stock of the Company, par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] 10.00 per share of Common Stock Share (which is equal to one hundred and twenty-five percent (125%) 125.0% of the price of the shares of Common Stock Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms Any term not defined herein shall have the meaning ascribed to them thereto in the Underwriting Agreement.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of Aegis Capital Corp. (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to New Age Beverages Corporation, a Washington corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS ONE YEAR FROM THE DATE OF THE UNDERWRITING AGREEMENT] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE DATE OF THE UNDERWRITING AGREEMENT] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [____] shares of common stock of the Company, par value $0.001 [•] per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●___] per share of Common Stock (which is equal to one hundred and twenty-five percent (Share [125%) % of the price of the shares of Common Stock Shares sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
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Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp.or on behalf of EX Xxxxxx, a Nevada corporation division of Benchmark Investments, LLC. (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, CW Petroleum Corp, a Wyoming corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of shares of [____]4 common stock of the Company, par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering Company (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] [100% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall mean [________], 2022, the date on which the Registration Statement on Form S-1 (File No. 333-[_______]) of the Company (“Registration Statement”) was declared effective by the Securities and Exchange Commission (“Commission”). This Purchase Warrant and the Shares exercisable hereby have been registered with the meaning ascribed to them in Commission on the Underwriting AgreementRegistration Statement and are thus freely tradeable.
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Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of Aegis Capital Corp. (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to AspenBio Pharma, Inc., a Colorado corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS ONE YEAR AFTER EFFECTIVE DATE] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS AFTER EFFECTIVE DATE] (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [____] shares of common stock of the Company, no par value $0.001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this the Purchase Warrant. This Purchase Warrant is initially exercisable at $[●___] per share of Common Stock (which is equal to one hundred and twenty-five percent (Share [125%) % of the price of the shares of Common Stock Shares sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.
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Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of Aegis Capital Corp. (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to JP Outfitters, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from beginning [●]] , 2023 [SIX MONTHS FROM THE ISSUANCE DATE] (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [●] shares of common stock of the Company, par value $0.001 0.0001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinBusiness Day. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five percent (Share [125%) % of the price of the shares of Common Stock sold in the Offering)PXX price]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein , and the term “Business Day” shall have the meaning ascribed to them mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the Underwriting AgreementUnited States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
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Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp., a Nevada corporation or on behalf of Aegis Capital Corp. (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to FD Technology Inc., a Cayman Islands exempted company (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from beginning [●], 2023 (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, 2028 (the “Expiration Date”), but not thereafterthereafter in compliance with FINRA Rule 5110(g)(8)(A), to subscribe for, purchase and receive, in whole or in part, up to such number of [●] ordinary shares of common stock of the Company, par value $0.001 0.000001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is not a day on which banking institutions are authorized by law to closeBusiness Day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinBusiness Day. During the period commencing on the Commencement Date and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five percent (125%) of the price of the shares of Common Stock sold in the Offering)Share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein , and the term “Business Day” shall have the meaning ascribed to them mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the Underwriting AgreementUnited States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
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Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Northann Corp.Elevai Labs, Inc., a Nevada Delaware corporation (the “Company”), on the one hand, and Craft Capital ManagementUnivest Securities, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from the date that is six months from [●], 2023 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, on [●], 2028, (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of shares of common stock of the Company, par value $0.001 0.0001 per share (“Common Stock”) as equates to six five percent (6.05.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per share of Common Stock (which is equal to one hundred and twenty-five percent (125100%) of the price of the shares of Common Stock sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock and the number of shares of Common Stock to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement. 4 Five (5) years from the commencement of sales of the public offering.
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Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement in consideration of funds duly paid by and between Northann Corp.or on behalf of Xxxxxx Xxxxx Securities, a Nevada corporation Inc. (the “Company”), on the one hand, and Craft Capital Management, LLC (the “Holder”), on the other hand, dated [●], 2023 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to Ruthigen, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from the date that is six months from [●], 2023 ________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Exercise Commencement Date”), and until at or before 5:00 p.m., Eastern time, on [●], 2028, ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of [____] shares of common stock of the Company, par value $0.001 0.0001 per share (“Common Stock”) as equates to six percent (6.0%) of the aggregate number of shares of Common Stock sold in the Offering (the “Shares”), including any Common Stock sold upon exercise of the over-allotment option, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●___] per share of Common Stock (which is equal to one hundred and twenty-five percent (Share [125%) % of the public price of the shares of Common Stock Company’s common stock and Series A Warrant combination sold in the Offering)]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per share of Common Stock Share and the number of shares of Common Stock Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 belowprice, depending on the context. Capitalized terms not defined herein The term “Effective Date” shall have mean [____], the meaning ascribed to them in date on which the Underwriting AgreementRegistration Statement on Form S-1 (File No. 333-190476) of the Company was declared effective by the Securities and Exchange Commission.
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Samples: Representative’s Warrant Agreement (Ruthigen, Inc.)