Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“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 [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [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 [____]3 common shares of the Company (the “Shares”), 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; 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. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. 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 Commission on the Registration 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, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or on behalf of XX Xxxxxxand between Huarui International New Material Limited, division of Benchmark Investments, LLC(“Holdera British Virgin Islands company limited by shares (the “Company”), on one hand, and Univest Securities, LLC (the “Holder”), on the other hand, dated [ ● ], 2021 (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 [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] time to time from [ ● ], 2021 (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] on [ ● ], 2025, (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common such number of ordinary shares of the Company Company, par value $0.0083 per ordinary share (the “Ordinary Shares”) as equates to [ ● ] percent ([ ● ] %)2 of the Ordinary Shares sold in the Offering (the “Shares”), excluding any Ordinary Shares sold 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING[ ● ] per ShareOrdinary Share (115%) of the price of the 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 Ordinary Share and the number of 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 priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Effective Date” Capitalized terms not defined herein shall mean [________], 2022, have the date on which meaning ascribed to them in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 2 contracts
Samples: Huarui International New Material LTD, Huarui International New Material LTD
Purchase Warrant. THIS CERTIFIES THATORDINARY SHARES PURCHASE WARRANT (this “Purchase Warrant”) certifies that, pursuant to that certain Underwriting Agreement by and between BloomZ Inc., a Cayman Islands exempted company (the “Company”) and Network 1 Financial Securities, Inc. (“Network 1”), dated [ ], 202_ (the “Underwriting Agreement”), Network 1 (in consideration of funds duly paid by such capacity with its permitted successors or on behalf of XX Xxxxxxassigns, division of Benchmark Investments, LLC(“Holderthe “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 [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] time to time from [ ], 202_ (the “Commencement Date”)Exercise Date”)3, and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] [ ], 202_2 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common shares ●] Ordinary Shares of the Company Company, par value $0.00000002 per share (the “Shares”)Shares”)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 $[●] [125per Share (120% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement. 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 Commission on the Registration Statement and are thus freely tradeableis redeemable.
Appears in 2 contracts
Samples: BloomZ Inc., BloomZ Inc.
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between VirTra, Inc., a Nevada corporation (the “Company”) and Boustead Securities, LLC (“Boustead”), as representative (the “Representative”) of the several underwriters listed in consideration of funds duly paid by Schedule A thereto (the “Underwriters”), dated [●], 2017 (the “Underwriting Agreement”), Boustead (in such capacity with its permitted successors or on behalf of XX Xxxxxxassigns, division of Benchmark Investments, LLC(“Holderthe “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 [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] ●], 2017 (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2022 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common ●] shares of common stock of the Company Company, par value $0.0001 per share (the “Shares”), 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING[ ] per ShareShare (one hundred twenty percent (120.0%)) of the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [________], 2022, have the date on which meaning ascribed thereto in the Registration Statement on Form S-1 (File NoUnderwriting Agreement. 333-259011) 1 NTD: 7% 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 Commission on the Registration Statement and are thus freely tradeableshares issued in offering.
Appears in 2 contracts
Samples: Underwriting Agreement (VirTra, Inc), Underwriting Agreement (VirTra, Inc)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or on behalf of XX Xxxxxxand between VCI Global Limited, division of Benchmark Investments, LLC(“Holdera British Virgin Islands company (the “Company”), on one hand, and Boustead Securities, LLC (the “Holder”), on the other hand, dated __, 2022 (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 ________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] , 2022 (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, [on ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] , 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 [____]3 common _ordinary shares of the Company (the “Shares”) of the Company, no par value per ordinary share (the “Ordinary Shares”), 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 $[●] [125___ per Ordinary Share (100% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof Offering 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 Ordinary Share and the number of 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 priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Effective Date” Capitalized terms not defined herein shall mean [________], 2022, have the date on which meaning ascribed to them in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (VCI Global LTD), VCI Global LTD
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“HolderLLC (“Holder”), as registered owner of this Purchase WarrantWarrant of Wytec International, 1847 Holdings LLCInc., a Delaware limited liability company Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________●] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________●] [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 [____]3 common ●] shares of common stock of the Company Company, par value $0.001 per share (the “Shares”), 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; 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. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [________●], 2022, the date on which the Registration Statement on Form S-1 (File No. 333-259011261838) 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 Commission on the Registration Statement and are thus freely tradeable.
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 by and between., Dragon Vxxxxxx Xxxxxxxxxxxxx Limited, a Cayman Islands corporation (the “Company”) and Boustead Securities, LLC (“Boustead”), as Representative of the several underwriters, dated [●], 2017 (the “Underwriting Agreement”), Boustead (in consideration of funds duly paid by such capacity with its permitted successors or on behalf of XX Xxxxxxassigns, division of Benchmark Investments, LLC(“Holderthe “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 [●], 20[________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement 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, [____________●], 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 [____]3 common ●] shares of Ordinary Shares of the Company Company, par value $0.0001 per share (the “Shares”), 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 $[●] [125per Share (100% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [________], 2022, have the date on which meaning ascribed thereto in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting 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 Selling Agency Agreement by and between Xspand Products Lab, Inc., a Nevada corporation (the “Company”) and Alexander Capital, L.P. (“Alexander Capital”), as representative (the “Representative”) of the several selling agents listed in consideration of funds duly paid by Schedule A thereto (the “Selling Agents”), dated [●], 2018 (the “Selling Agency Agreement”), Alexander Capital (in such capacity with its permitted successors or on behalf of XX Xxxxxxassigns, division of Benchmark Investments, LLC(“Holderthe “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 [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING●], 20[ ] (the “Commencement 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, [____________●], 20[ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE QUALIFICATION DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common ●] shares of common stock of the Company Company, par value $0.001 per share (the “Shares”), 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per ShareShare (one hundred twenty percent (120.0%)) of the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [________], 2022, have the date on which meaning ascribed thereto in 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 Commission on the Registration Statement and are thus freely tradeableSelling 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, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or on behalf of XX Xxxxxxand between Wunong Net Technology Company Limited, division of Benchmark Investments, LLC(“Holdera British Virgin Islands company (the “Company”), on one hand, and Boustead Securities, LLC (the “Holder”), on the other hand, dated [●], 2019 (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 [●], 20[________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, on [●], 20[____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”)Date”)1, but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common such number of ordinary shares of the Company Company, no par value per ordinary share (the “Ordinary Shares”) as equates to seven percent (7%) of the Ordinary Shares in the Offering (the “Shares”), 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 $[●] [125$ per Ordinary Share (100% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the 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 Ordinary Share and the number of 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 priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Effective Date” Capitalized terms not defined herein shall mean [________], 2022, have the date on which meaning ascribed to them in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 2 contracts
Samples: Wunong Net Technology Co LTD, Wunong Net Technology Co LTD
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“Holder[●] (“Holder”), as registered owner of this Purchase Warrant, 1847 to SU Group Holdings LLCLimited, a Delaware an exempted company with limited liability company incorporated under the laws of the Cayman Islands (the “Company”), Holder is entitled, at any time or from time to time beginning [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] ●], 2024 (the “Commencement Date”), and ending at or before 5:00 p.m., Eastern time, [____________] ●], 2028, which will be the fifth anniversary of the effective date of the Company’s Registration Statement on Form F-1 (File No. 333-[DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●]) (such date, the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common shares of the Company ●] (the “Shares”) of the Company’s ordinary shares, par value HK$0.01 per share (the “Ordinary Shares”), 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; 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. 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 or the adjusted exercise price, depending on the context. 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 2 contracts
Samples: Underwriting Agreement (SU Group Holdings LTD), SU Group Holdings LTD
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX EX Xxxxxx, division of Benchmark Investments, LLC(“HolderLLC (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCEMulate Therapeutics, Inc., a Delaware limited liability company Washington corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [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 [____]3 common ] shares of common stock of the Company Company, par value $0.001 per share (the “Shares”), 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; 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. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [________[ ], 2022, the date on which the Registration Statement on Form S-1 (File No. 333-259011333-[●]) 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Emulate Therapeutics, Inc.), Underwriting Agreement (Emulate Therapeutics, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“HolderAegis Capital Corp. (“Holder”), as registered owner of this Purchase Warrant (this “Purchase Warrant”), 1847 Holdings LLCto Felicitex Therapeutics Inc., a Delaware limited liability company corporation (the “Company”), Holder is entitled, at any time or from time to time beginning [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] ●], 2022 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2027 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common ●] shares of the Company (the “Warrant Shares”) of Company common stock, par value $0.0001 per share (the “Common Stock”), 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareshare of Common 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 share of Common Stock and the number of Shares 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 or the adjusted exercise price, depending on the context. The , and the term “Effective DateBusiness Day” shall mean [________]a day other than a Saturday, 2022, Sunday or any other day which is a federal legal holiday in the date United States or any day on which the Registration Statement 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 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 Commission on the Registration Statement and are thus freely tradeablesuch day.
Appears in 2 contracts
Samples: Underwriting Agreement (Felicitex Therapeutics Inc.), Felicitex Therapeutics Inc.
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“HolderAegis Capital Corp. (the “Holder”), as registered owner of this warrant to purchase shares of Common Stock (as defined below (the “Purchase Warrant”), 1847 Holdings LLCto Serve Robotics Inc., a Delaware limited liability company corporation (the “Company”), the Holder is entitled, at any time or from time to time beginning [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] ●], 20242 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 20293 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common ●] shares of the Company (the “Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] ]4 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The , and the term “Effective DateBusiness Day” shall mean [________]a day other than a Saturday, 2022, Sunday or any other day which is a federal legal holiday in the date United States or any day on which the Registration Statement 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 Form S-1 (File Nosuch day. 333-259011) 2 INSERT DATE 180 DAYS AFTER EFFECTIVE DATE. 3 INSERT DATE 5 YEARS AFTER EFFECTIVE DATE. 4 INSERT 125% 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 Commission on the Registration Statement and are thus freely tradeablePUBLIC OFFERING PRICE PER SHARE.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX XxxxxxKingswood Capital Markets, division of Benchmark Investments, LLC(“HolderInc. (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCComSovereign Holding Corp., a Delaware limited liability company Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [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 [____]3 common ] shares of common stock of the Company Company, par value $0.0001 per share (the “Shares”), 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 ShareShare 110% of the public offering price of the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [________________], 2022, the date on which the Registration Statement on Form S-1 (File No. 333-259011272580) 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: Underwriting Agreement (ComSovereign Holding Corp.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Akanda Corp., a company incorporated in consideration the Province of funds duly paid by Ontario (the “Company”) and Boustead Securities, LLC (“Boustead”), dated [*], 2022 (the “Underwriting Agreement”), Boustead (in such capacity with its permitted successors or on behalf of XX Xxxxxxassigns, division of Benchmark Investments, LLC(“Holderthe “Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLC, a Delaware limited liability company (the “Company”), Holder 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 [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] *], 2022 (the “Commencement Issuance Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] *], 2027 (the “Expiration Date,”) which such date is five (5) years from the effective date of 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 [____]3 common shares *] Common Shares of the Company Company, without par value (the “Shares”), 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 (125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [________], 2022, have the date on which meaning ascribed thereto in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“Holder[__________] (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto Hxxxxxx Jxxxx Laboratories, Inc., a Delaware limited liability company corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS 180 DAYS FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [______________] [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 [____]3 common _________] shares of common stock of the Company Company, par value $0.00001 per share (the “Shares”), 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING_______________] per ShareShare [120% of the price of the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. This Warrant is being issued pursuant to the certain Placement Agency Agreement (the “Placement Agency Agreement”), dated June __, 2019, by and among the Company, the Holder and other selected dealers named therein, providing for the public offering (the “Offering”) of shares of common stock, par value $0.00001per 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 or the adjusted exercise price, depending on the context. 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: Placement Agency Agreement (Hancock Jaffe Laboratories, Inc.)
Purchase Warrant. THIS CERTIFIES THATORDINARY SHARES PURCHASE WARRANT (this “Purchase Warrant”) certifies that, pursuant to that certain Underwriting Agreement by and between Epsium Enterprise Limited, a company limited by shares under the laws of the British Virgin Islands (the “Company”) and Network 1 Financial Securities, Inc. (“Network 1”), dated [●] (the “Underwriting Agreement”), Network 1 (in consideration of funds duly paid by such capacity with its permitted successors or on behalf of XX Xxxxxxassigns, division of Benchmark Investments, LLC(“Holderthe “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 [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”)●], 2023, and at or before 5:00 p.m., Eastern time, [____________] [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 [____●]3 common shares of the Company Company’s Ordinary Shares, par value of US$0.00002 per share (the “Shares”), 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 (which equals 125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [________], 2022, have the date on which meaning ascribed thereto in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Samples: Epsium Enterprise LTD
Purchase Warrant. THIS CERTIFIES THATORDINARY SHARES PURCHASE WARRANT (this “Purchase Warrant”) certifies that, pursuant to that certain Underwriting Agreement by and between Prestige Wealth Inc., an exempted company incorporated in consideration of funds duly paid by the Cayman Islands (the “Company”) and Network 1 Financial Securities, Inc. (“Network 1”), dated [●], 202_ (the “Underwriting Agreement”), Network 1 (in such capacity with its permitted successors or on behalf of XX Xxxxxxassigns, division of Benchmark Investments, LLC(“Holderthe “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 [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] ●], 202_ (the “Commencement Date”)Exercise Date”)3, and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 202_2 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common ●] ordinary shares of the Company Company, par value of US$0.000625 per share (the “Shares”)Shares”)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 $US$[●] [125per Share (120% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement. 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 Commission on the Registration Statement and are thus freely tradeableis redeemable.
Appears in 1 contract
Samples: Prestige Wealth Inc.
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“HolderAegis Capital Corp. (“ Holder ”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto eFleets Corporation, a Delaware limited liability company Nevada corporation (the “Company“ Company ”), Holder is entitled, at any time or from time to time from [________________] [[ DATE THAT IS SIX MONTHS ONE YEAR FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERINGREGISTRATION STATMENT] (the ““ Commencement DateDate ”), and at or before 5:00 p.m., Eastern time, [____________] [[ DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERINGREGISTRATION STATEMENT] (the “” Expiration DateDate ”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common ] shares of common stock of the Company Company, par value $[0.001] per share (the “Shares“ Shares ”), 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 [ 125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the Shares sold in the Offering ]; providedprovided , howeverhowever , 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. The term ““ Exercise PricePrice ” shall mean the initial exercise price or the adjusted exercise price, depending on the context. 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX EX Xxxxxx, division of Benchmark Investments, LLC(“HolderLLC (“Holder”), as registered owner of this Purchase WarrantWarrant of Opti-Harvest, 1847 Holdings LLCInc., a Delaware limited liability company corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [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 [____]3 common ] shares of common stock of the Company Company, par value $0.0001 per share (the “Shares”), 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; 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. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [________[ ], 2022, the date on which the Registration Statement on Form S-1 (File No. 333-259011261990) 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THATCOMMON STOCK PURCHASE WARRANT (this “Purchase Warrant”) certifies that, pursuant to that certain underwriting agreement by and between, among others, Ispire Technology Inc., a Delaware incorporated company (the “Company”) and US Tiger Securities, Inc. (the “Representative”), dated April 3, 2023 (the “Underwriting Agreement”), US Tiger Securities, Inc. (in consideration of funds duly paid by such capacity with its permitted successors or on behalf of XX Xxxxxxassignees, division of Benchmark Investments, LLC(“Holderthe “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 [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] time to time from April 3, 2023 (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] April 3, 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common 54,000 shares of the Company common stock (the “Shares”), par value $0.0001 per share, of the Company, 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, commercial banks shall not be deemed to be authorized or required by law to close 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 commercial banks in New York City 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 $[●] [8.75 per Share (125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the initial public offering price of the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [________], 2022, per share in effect at the date on which the Registration Statement on Form S-1 (File NoExercise Price is determined, after giving effect to any adjustment pursuant to Section 5. 333-259011) of Any term not defined herein shall have the Company (“Registration Statement”) was declared effective by meaning ascribed thereto in the Securities and Exchange Commission (“Commission”). This Purchase Warrant and the Shares exercisable hereby have been registered with the Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Ispire Technology Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between., Wah Fu Education Group Limited, a British Virgin Islands company (the “Company”) and Network 1 Securities, Inc. (“Network 1”), dated [●], 2018 (the “Underwriting Agreement”), Network 1 (in consideration of funds duly paid by such capacity with its permitted successors or on behalf of XX Xxxxxxassigns, division of Benchmark Investments, LLC(“Holderthe “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 [●], 20[________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement 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, [____________●], 20[ ] [DATE THAT IS FIVE THREE 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 [____]3 common shares ●] Ordinary Shares of the Company Company, par value $0.01 per share (the “Shares”), 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 (125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [________], 2022, have the date on which meaning ascribed thereto in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Samples: Wah Fu Education Group LTD
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“HolderLLC (“Holder”), as registered owner of this Purchase Warrant, 1847 G Medical Innovations Holdings LLCLtd, a Delaware Cayman Islands limited liability company (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [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 [____]3 common shares ______] Ordinary Shares of the Company Company, par value $0.09 per share (the “Shares”), 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] of the purchase price per ShareShare ; 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. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [________[ ], 2022, the date on which the Registration Statement on Form S-1 F-1 (File No. 333-259011253852) 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: Underwriting Agreement (G Medical Innovations Holdings Ltd.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX XxxxxxKingswood Capital Markets, division of Benchmark Investments, LLC(“HolderInc. (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCComSovereign Holding Corp., a Delaware limited liability company Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [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 [____]3 common ] shares of common stock of the Company Company, par value $0.0001 per share (the “Shares”), 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 ShareShare [110% of the public offering price of the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [________[ ], 2022, the date on which the Registration Statement on Form S-1 (File No. 333-259011248490) 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: Underwriting Agreement (ComSovereign Holding Corp.)
Purchase Warrant. THIS CERTIFIES THATORDINARY SHARES PURCHASE WARRANT (this “Purchase Warrant”) certifies that, pursuant to that certain Underwriting Agreement by and between Mobile-health Network Solutions, a Cayman Islands exempted company (the “Company”) and Network 1 Financial Securities, Inc. (“Network 1”), dated [ ], 202_ (the “Underwriting Agreement”), Network 1 (in consideration of funds duly paid by such capacity with its permitted successors or on behalf of XX Xxxxxxassigns, division of Benchmark Investments, LLC(“Holderthe “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 [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] time to time from [ ], 202_ (the “Commencement Date”)Exercise Date”)3, and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] [ ], 202_2 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common shares [ ] Ordinary Shares of the Company Company, par value $0.001 per share (the “Shares”)Shares”)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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING[ ] per ShareShare (140% of the price of the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement. [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 Commission on the Registration Statement and are thus freely tradeableis redeemable.]
Appears in 1 contract
Samples: Mobile-Health Network Solutions
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX XxxxxxRevere Securities, division of Benchmark InvestmentsLLC or R.X. Xxxxxxxx & Co., LLC(“HolderInc. (each a “Holder,” and collectively the “Holders”), as registered owner of this Purchase Warrant, 1847 Holdings LLCFxxxxx Corporation, a Delaware limited liability Cayman Islands exempted company (the “Company”), each Holder is entitled, at any time or from [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] time to time from August 10, 2023 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] August 10, 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common 60,000 ordinary shares of the Company Company, par value $0.00001 per share (the “Shares”), 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] 5.75 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [________]August 7, 20222023, the date on which the Registration Statement on Form S-1 F-1 (File No. 333-259011267778) 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: Underwriting Agreement (Fitell Corp)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“Holder[__________] (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto Muscle Maker, Inc., a Delaware limited liability company Nevada corporation (the “Company”), Holder is entitled, at any time or from [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] time to time from March 9, 2021 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] September 10, 2025 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common [ ] shares of common stock of the Company Company, par value $0.0001 per share (the “Shares”), 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] 2.04 per 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 and the number of 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 or the adjusted exercise price, depending on the context. 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or on behalf of XX Xxxxxxand between Yi Po International Holdings Limited, division of Benchmark Investments, LLC(“Holdera Cayman Islands company (the “Company”), on one hand, and Boustead Securities, LLC (the “Holder”), on the other hand, dated __, 2022 (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 ________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] , 2022 (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, [on ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] , 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 [____]3 common _ordinary shares of the Company (the “Shares”) of the Company, no par value per ordinary share (the “Ordinary Shares”), 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 $[●] [125___ per Ordinary Share (100% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof Offering 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 Ordinary Share and the number of 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 priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Effective Date” Capitalized terms not defined herein shall mean [________], 2022, have the date on which meaning ascribed to them in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Samples: Yi Po International Holdings LTD
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX XxxxxxWallachBeth Capital, division of Benchmark Investments, LLC(“HolderLLC or its assigns (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto SeqLL Inc., a Delaware limited liability company corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] ●], 2020 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2024 (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common ●] shares of the Company (the “Shares”)) of common stock of the Company, par value $0.00001 per share, 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean This Purchase Warrant is being issued pursuant to that certain Underwriting Agreement, dated [________●], 20222019 (the “Agreement”), between the date Company and, on which the Registration Statement on Form S-1 (File No. 333-259011) behalf of the Company Underwriters named on Schedule 1 thereto, WallachBeth Capital, LLC (“Registration Statement”) was declared effective by the Securities and Exchange Commission (“CommissionWallachBeth”). This Purchase Warrant and The Company’s offering contemplated by the Shares exercisable hereby have been registered with Agreement is referred to herein as the Commission on the Registration Statement and are thus freely tradeable“Offering.”
Appears in 1 contract
Samples: Underwriting Agreement (SeqLL, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“Holder_______________________ (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLC, a Delaware limited liability company to Digital Cinema Destinations Corp. (the “Company”), Holder is entitled, at any time or from time to time commencing [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] ], 2012 (the “Commencement Date”), which is a date six months from the effective date (the “Effective Date”) of the registration statement on Form S-1 (File No. 333-17481) as filed with the Securities and Exchange Commission (the “Commission”) on December 20, 2011 (the “Registration Statement”), and at or before 5:00 p.m.5:00p.m., Eastern time, Time on [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ], 2017 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common _] shares of Class A common stock of the Company Company, par value $0.01 per share (the “Shares”), 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING___] per ShareShare (110% of the price of the Shares sold in the Offering, as defined below); 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. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: Digital Cinema Destinations Corp.
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“HolderDxxxxxxx & Dxxxxxxx LLC (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLC, a Delaware limited liability company to Digital Cinema Destinations Corp. (the “Company”), Holder is entitled, at any time or from time to time commencing [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] ], 2012 (the “Commencement Date”), which is a date six months from the effective date (the “Effective Date”) of the registration statement on Form S-1 (File No. 333-17481) as filed with the Securities and Exchange Commission (the “Commission”) on December 20, 2011 (the “Registration Statement”), and at or before 5:00 p.m.5:00p.m., Eastern time, Time on [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ], 2017 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common _] shares of Class A common stock of the Company Company, par value $0.01 per share (the “Shares”), 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING___] per ShareShare (110% of the price of the Shares sold in the Offering, as defined below); 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. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: Digital Cinema Destinations Corp.
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX EX Xxxxxx, division of Benchmark Investments, LLC(“HolderLLC (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCAmerican Rebel Holdings, Inc., a Delaware limited liability company Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [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 [____]3 common ] shares of common stock of the Company Company, par value $0.001 per share (the “Shares”), 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; 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. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [________[ ], 2022, the date on which the Registration Statement on Form S-1 (File No. 333-259011260646 ) 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: Underwriting Agreement (American Rebel Holdings Inc)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCand between ADAMAS ONE CORP., a Delaware limited liability company Nevada corporation (the “Company”), Holder on one hand, and Alexander Capital, L.P., on the other hand, dated December 6, 2022, as amended (the “Underwriting Agreement”), Alexander Capital, L.P. and its assignees (“Holder”), as registered holders of this Purchase Warrant, is entitled, at any time or from [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] time to time from May14, 2023 (the “Commencement Exercise Date”), the date that is six (6) months after the effective date of the Company’s Registration Statement on Form S-1 with the Securities and Exchange Commission (the “Effective Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] on November 14, 2027 (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 [____]3 common 147,000 shares of Common Stock of the Company Company, $0.001 par value per share (the “SharesCommon Stock”) (equal to six (6.0%) percent of the Common Stock sold in the offering), 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 $[●] [5.625 per share of Common Stock (125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the 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 share and the number of Shares 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 priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Effective Date” Capitalized terms not defined herein shall mean [________], 2022, have the date on which meaning ascribed to them in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“HolderAegis Capital Corp. (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto JP Outfitters, Inc., a Delaware limited liability company corporation (the “Company”), Holder is entitled, at any time or from time to time beginning [________________●] , 2023 [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERINGISSUANCE DATE] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common ●] shares of common stock of the Company Company, par value $0.0001 per share (the “Shares”), 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 [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The , and the term “Effective DateBusiness Day” shall mean [________]a day other than a Saturday, 2022, Sunday or any other day which is a federal legal holiday in the date United States or any day on which the Registration Statement 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 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 Commission on the Registration Statement and are thus freely tradeablesuch day.
Appears in 1 contract
Samples: JP Outfitters, Inc.
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX EX Xxxxxx, division of Benchmark Investments, LLC(“HolderLLC (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCTreasure Global Inc, a Delaware limited liability company corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] ●], 2022 [DATE THAT IS SIX (6) MONTHS FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] ●], 2027 [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 [____]3 common ] shares of common stock of the Company Company, par value $0.00001 per share (the “Shares”), 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 THE FIRM SHARES 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [________●], 2022, the date on which the Registration Statement on Form S-1 (File No. 333-259011264364) 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX XxxxxxI-Bankers Securities, division of Benchmark Investments, LLC(“HolderInc. (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto FPA Energy Acquisition Corp., a Delaware limited liability company corporation (the “Company”), Holder is entitled, at any time or from [time to time upon the later of the consummation of a Business Combination or one year from the effective date (“Effective Date”) of the Company’s registration statements on Form S-1 (File Nos. 333-________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] ) (the “Registration Statement”) (the “Commencement Date”), and at or before 5:00 p.m., Eastern timeTime, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] on the earlier of (i) the liquidation of the Company’s Trust Account (as described in the Company’s Registration Statement pursuant to which the Company’s securities are offered for sale to the public in the Company’s initial public offering (“Offering”) in the event the Company has not completed a Business Combination within the required time periods and (ii) five years from the Effective Date of the Registration Statement (“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common 345,000 shares of the Company common stock, par value $.0001 (the “Shares”), of the Company, 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] 12.00 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: Fpa Energy Acquisition Corp.
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of The Benchmark Investments, LLC(“HolderCompany LLC or its assigns (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto YayYo, Inc., a Delaware limited liability company corporation (the “Company”), Holder is entitled, at any time or from time to time from November [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] ●], 2018 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, November [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2023 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common ●] shares of the Company (the “Shares”)) of common stock of the Company, par value $0.000001 per share, 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean This Purchase Warrant is being issued pursuant to that certain Underwriting Agreement, dated November [________●], 20222018 (the “Agreement”), between the date Company and, on which the Registration Statement on Form S-1 (File No. 333-259011) behalf of the Underwriters named on Schedule 1 thereto, The Benchmark Company LLC (“Registration Statement”) was declared effective by the Securities and Exchange Commission (“CommissionBenchmark”). This Purchase Warrant and The Company’s offering contemplated by the Shares exercisable hereby have been registered with Agreement is referred to herein as the Commission on the Registration Statement and are thus freely tradeable“Offering.”
Appears in 1 contract
Samples: Underwriting Agreement (YayYo, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Selling Agency Agreement by or and between Imperial Garden & Resort, Inc., a British Virgin Islands company(the “Company”), on behalf of XX Xxxxxxone hand, division of Benchmark Investmentsand Network 1 Financial Securities, LLC(“HolderInc. (the “Selling Agent”), on the other hand, dated [●], 2017 (the “Selling Agency Agreement”), [●] (“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 [●], 20[________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Exercise Date”), the date that is 180 days immediately following the date of effectiveness or commencement of sales of the public offering (the “Effective Date”), and at or before 5:00 p.m., Eastern time, on [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2020 (the “Expiration Date”)Date”)1, but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common such number of ordinary shares of the Company Company, no par value per share as equates to six percent (6%) of the gross amount raised during the Offering divided by $5.00, being the subscription price per ordinary share in the Offering (the “Shares”), 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 (125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the 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 and the number of 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 priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Effective Date” Capitalized terms not defined herein shall mean [________], 2022, have the date on which meaning ascribed to them in 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 Commission on the Registration Statement and are thus freely tradeableSelling Agency Agreement.
Appears in 1 contract
Samples: Selling Agency Agreement (Imperial Garden & Resort, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“Holder[●] (“Holder”), as registered owner of this Purchase Warrant, 1847 to Fit Boxx Holdings LLCLimited, a Delaware limited liability Cayman Islands company (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] ●], 20192 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 20243 (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 [____]3 common ●] ordinary shares of the Company Company, par value $0.000003 per share (the “Shares”), 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] ]4 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “1 Insert 7% of shares sold in offering] 2 Insert date that is 180 days after Effective Date” shall mean [________], 2022, the date on which the Registration Statement on Form S-1 (File No. 333-259011) Date 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 Commission on the ] 3 Insert date that is five years after Effective Date of Registration Statement and are thus freely tradeable.Statement] 4 Insert 120% of public offering price]
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or and between Leaping Group Co., Ltd., a Cayman Islands limited liability company (the “Company”), on behalf of XX Xxxxxxone hand, division of Benchmark Investmentsand Boustead Securities, LLC(“HolderLLC, on the other hand, dated [●], 20[__] (the “Underwriting Agreement”), Boustead Securities, LLC (“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 [●], 20[________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, on [●], 20[____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”)Date”)1, but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common such number of ordinary shares of the Company Company, par value $0.00284 per ordinary share (the “Ordinary Shares”) as equates to six and a half percent (6.5%) of the Ordinary Shares in the Offering (the “Shares”), 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____ per Ordinary Share (100% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the 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 Ordinary Share and the number of 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 priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Effective Date” Capitalized terms not defined herein shall mean [________], 2022, have the date on which meaning ascribed to them in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX EX Xxxxxx, division of Benchmark Investments, LLC(“HolderLLC (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCTC BioPharm (Holdings) plc, a Delaware public limited liability company incorporated in the United Kingdom of Great Britain and Northern Ireland (the “United Kingdom”) pursuant to the Companies Axx 0000, as amended (the “Companies Act”), with registered number [*] (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 [________________] ], 2022 [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] ], 2027 [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 [__] an aggregate of [__]3 common ] ordinary shares of the Company Company, £0.01 par value per ordinary share (the “Shares”), 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 a price of $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. Shares issuable upon exercise of this Purchase Warrant shall be deposited with the Depositary in exchange for the issuance by the depositary to the holder of the Purchase Warrant such number of American Depositary Shares (ADSs) representing such number of Shares. The term “Exercise Price” shall mean the initial exercise price of $4.25 per Share (equal to 100% of the initial public offering price) or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [________[ ], 2022, the date on which the Registration Statement on Form S-1 F-1 (File No. 333-259011260492) 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: Underwriting Agreement (TC BioPharm (Holdings) PLC)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“Holder[●] (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLC, to China Internet Nationwide Financial Services Inc. a Delaware limited liability company British Virgin Island (the “Company”), Holder is entitled, at any time or from time to time from [________________●] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________●] [[ DATE THAT IS FIVE TWO YEARS FROM THE EFFECTIVE DATE OF THE OFFERINGOFFERING ] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common such number of ordinary shares of the Company Company, par value $0.001 per share as equates to six and one half percent (6.5%) of the gross amount raised during the Offering divided by $5.00, being the subscription price per ordinary share in the Offering (the “Shares”), 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”) [●] [125120% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or include the adjusted exercise priceprice as a result of the events in Section 6 below, depending on the context. 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX EX Xxxxxx, division of Benchmark Investments, LLC(“HolderLLC (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCTC BioPharm (Holdings) plc, a Delaware public limited liability company incorporated in the United Kingdom of Great Britain and Northern Ireland (the “United Kingdom”) pursuant to the Companies Axx 0000, as amended (the “Companies Act”), with registered number [*] (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 [________________] ], 2022 [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] ], 2027 [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 [__] an aggregate of [__]3 common ] ordinary shares of the Company Company, £0.01 par value per ordinary share (the “Shares”), 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 a price of $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. Shares issuable upon exercise of this Purchase Warrant shall be deposited with the Depositary in exchange for the issuance by the depositary to the holder of the Purchase Warrant such number of American Depositary Shares (ADSs) representing such number of Shares. The term “Exercise Price” shall mean the initial exercise price of $ 8.00 per Share (equal to 100% of the initial public offering price) or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [________[ ], 2022, the date on which the Registration Statement on Form S-1 F-1 (File No. 333-259011260492) 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: TC BioPharm (Holdings) PLC
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or on behalf of XX Xxxxxxand between VCI Global Limited, division of Benchmark Investments, LLC(“Holdera British Virgin Islands company (the “Company”), on one hand, and Boustead Securities, LLC (the “Holder”), on the other hand, dated April 13, 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 ________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] , 2023 (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, [on ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] , 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 [____]3 common _ordinary shares of the Company (the “Shares”) of the Company, no par value per ordinary share (the “Ordinary Shares”), 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 $[●] [125___ per Ordinary Share (100% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof Offering 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 Ordinary Share and the number of 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 priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Effective Date” Capitalized terms not defined herein shall mean [________], 2022, have the date on which meaning ascribed to them in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX XxxxxxTHE BENCHMARK COMPANY, division of Benchmark Investments, LLC(“HolderLLC (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto CLPS INCOPORATION., a Delaware limited liability company corporation governed by the laws of the Cayman Islands (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] ●], 2018 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2023, which will be the five-year anniversary of the effective date of the Company’s Form F-1 registration statement (File No.333-223956) (such date, the “Effective Date”) (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 ●] common shares of the Company Company, par value $0.0001 (the “Shares”), 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; 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. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX XxxxxxI-Bankers Securities, division of Benchmark Investments, LLC(“HolderInc. (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto East Stone Acquisition Corporation, a Delaware limited liability British Virgin Islands company (the “Company”), Holder is entitled, at any time or from [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] time to time upon the later of the consummation of a Business Combination or one-year from the effective date (“Effective Date”) of the Company’s registration statement on Form S-1 (File No. 333-235949) (the “Registration Statement”) (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] on the earlier of (i) the liquidation of the Company’s Trust Account (as described in the Company’s Registration Statement pursuant to which the Company’s securities are offered for sale to the public in the Company’s initial public offering (“Offering”) in the event the Company has not completed a Business Combination within the required time periods and (ii) five years from the Effective Date of the Registration Statement (“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____●]3 common shares of the Company 2 ordinary shares, no par value (the “Shares”), of the Company, 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] 12.00 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean 1 Insert 5% of number of Units sold in Offering] 2 [________Insert 5% of number of Units sold in Offering], 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: East Stone Acquisition Corp
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“HolderAegis Capital Corp. (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto Boxlight Corporation, a Delaware limited liability company Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________˜] [DATE THAT IS SIX MONTHS ONE YEAR FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES REGISTRATION STATEMENT IN THE INITIAL PUBLIC CONNECTION WITH THIS OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________˜] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT IN CONNECTION WITH THIS OFFERING] (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common ˜] shares of class A common stock of the Company Company, par value $0.0001 per share (the “Shares”), 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 ShareShare [110% of the market price of the Common 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: Boxlight Corp
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or and between Hitek Global Inc., a Cayman Islands company(the “Company”), on behalf of XX Xxxxxxone hand, division of Benchmark Investmentsand Boustead Securities, LLC(“HolderLLC, on the other hand, dated [●], 20[__] (the “Underwriting Agreement”), Boustead Securities, LLC (“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 [●], 20[________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, on [●], 20[____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”)Date”)1, but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common such number of Class A ordinary shares of the Company Company, par value $0.0001 per ordinary share (the “Ordinary Shares”) as equates to six percent (6%) of the Ordinary Shares in the Offering (the “Shares”), 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 OFFERING5.00] per ShareOrdinary Share (100% of the price of the 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 Ordinary Share and the number of 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 priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Effective Date” Capitalized terms not defined herein shall mean [________], 2022, have the date on which meaning ascribed to them in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“Holder[__________] (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto FreeCast, Inc., a Delaware limited liability company Florida corporation (the “Company”), Holder is entitled, at any time or from time to time from [_____________________] [DATE THAT IS SIX MONTHS ONE (1) YEAR FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERINGREGISTRATION STATEMENT] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [_____________] [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 [____]3 common _________] shares of common stock of the Company Company, par value $0.0001 per share (the “Shares”), 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING_____________] per ShareShare [120% of the price of the 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 and the number of 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-___________). The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between MDJM LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”) and Network 1 Financial Securities, Inc. (“Network 1”), dated [DATE], 2018 (the “Underwriting Agreement”), Network 1 (in consideration of funds duly paid by such capacity with its permitted successors or on behalf of XX Xxxxxxassigns, division of Benchmark Investments, LLC(“Holderthe “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 [________________] DATE], 2018 (the “Exercise Date”) [THE DATE THAT IS SIX MONTHS FROM 180 DAYS AFTER THE CLOSING DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”)], and at or before 5:00 p.m., Eastern time, [____________] DATE], 2023 [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 [____]3 common ●] shares of Ordinary Shares of the Company Company, par value $0.001 per share (the “Shares”), 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 $[●PRICE] [per Share (125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [________], 2022, have the date on which meaning ascribed thereto in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (MDJM LTD)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX XxxxxxKingswood Capital Markets, division of Benchmark Investments, LLC(“HolderInc. (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCLongeveron Inc., a Delaware limited liability company corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [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 [____]3 common ] shares of Class A common stock of the Company Company, par value $0.001 per share (the “Shares”), 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 ShareShare [120% of the public offering price of the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [________[ ], 2022, the date on which the Registration Statement on Form S-1 (File No. 333-259011252234) 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: Longeveron LLC
Purchase Warrant. THIS CERTIFIES THATCLASS A ORDINARY SHARES PURCHASE WARRANT (this “Purchase Warrant”) certifies that, pursuant to that certain Underwriting Agreement by and between Tungray Technologies Inc, a Cayman Islands exempted company (the “Company”) and US Tiger Securities, Inc. (“US Tiger”), dated [●], 2024 (the “Underwriting Agreement”), US Tiger Securities, Inc. (in consideration of funds duly paid by such capacity with its permitted successors or on behalf of XX Xxxxxxassigns, division of Benchmark Investments, LLC(“Holderthe “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 [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] ●], 2024 (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2029 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common shares ●] Class A Ordinary Shares of the Company Company, par value US$0.0001 per share (the “Shares”), 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 $US$[●] [125per Share (120% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the Shares sold in the offering pursuant to the Registration Statement (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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [________], 2022, have the date on which meaning ascribed thereto in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX XxxxxxI-Bankers Securities, division of Benchmark Investments, LLC(“HolderInc. (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto Edoc Acquisition Corporation, a Delaware limited liability Cayman Islands company (the “Company”), Holder is entitled, at any time or from [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] time to time upon the later of the consummation of a Business Combination or one-year from the effective date (“Effective Date”) of the Company’s registration statement on Form S-1 (File No. 333-248819) (the “Registration Statement”) (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] on the earlier of (i) the liquidation of the Company’s Trust Account (as described in the Company’s Registration Statement pursuant to which the Company’s securities are offered for sale to the public in the Company’s initial public offering (“Offering”) in the event the Company has not completed a Business Combination within the required time periods and (ii) five years from the Effective Date of the Registration Statement (“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common shares of the Company 450,000 Class A ordinary shares, par value $.0001 (the “Shares”), of the Company, 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] 12.00 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: Edoc Acquisition Corp.
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX XxxxxxKingswood Investments, division of Benchmark Kingswood Capital Partners, LLC (“Kingswood Investments, LLC(“Holder” or “Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCTelomir Pharmaceuticals, Inc, a Delaware limited liability company corporation incorporated under the law of the State of Florida (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern New York City time, [____________] [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 [____]3 common ●] shares of common stock of the Company Company, no par value per share (the “Shares”), 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; 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. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [__________], 20222023, the date on which the Registration Statement on Form S-1 (File No. 333-259011275534) 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: Common Share Purchase Warrant (Telomir Pharmaceuticals, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX XxxxxxFeltl and Company, division of Benchmark Investments, LLC(“HolderInc. (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto BioLight Life Sciences Ltd., a Delaware limited liability an Israeli company (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS ONE YEAR FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and until at or before 5:00 p.m., Eastern time, [____________] [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 [____]3 common ] ordinary shares of the Company (the “Shares”) of the Company, par value NIS 2.5 per share (the “Ordinary Shares”), 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 [equal to 125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] of the higher of the Company’s share closing price on the Tel Aviv Stock Exchange a day before the initial public offering and the initial public offering price per Shareshare]; 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. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [________[ ], 2022, the date on which the Registration Statement on Form S-1 F-1 (File No. 333-259011209454) 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: BioLight Life Sciences Ltd.
Purchase Warrant. THIS CERTIFIES THAT, in for good and valuable consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“HolderAegis Capital Corp. (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto Eastside Distilling, Inc., a Delaware limited liability company Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERINGdate that is one year from the effective date of the offering] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERINGdate 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 [____]3 common shares 120,000 units (“Units”) of the Company Company, each unit consisting of one share of the Company’s common stock, par value $0.0001 per share (the “SharesCommon Stock”)) and warrants in the form of Exhibit A attached hereto (the “Warrants”) to purchase one half of one share of Common Stock. The shares of Common Stock and the Warrants (each a “Component Security” and collectively, subject to adjustment as provided in Section 6 hereofthe “Component Securities”) are immediately separable and will be issued separately upon exercise of this 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING___] per ShareUnit [120% of the price of the 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 Unit and the number of Shares Units to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Eastside Distilling, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or on behalf of XX Xxxxxxand between Qilian International Holding Group Limited, division of Benchmark Investments, LLC(“Holdera Cayman Islands company limited by shares (the “Company”), on one hand, and Univest Securities, LLC (the “Holder”), on the other hand, dated [●], 2019 (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 [●], 20[________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, on [●], 20[____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”)Date”)[1], but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common such number of ordinary shares of the Company Company, par value $0.001 per ordinary share (the “Ordinary Shares”) as equates to six percent (6%) of the Ordinary Shares sold in the Offering (the “Shares”), excluding any Ordinary Shares sold 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 $[●] [125per Ordinary Share (110% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the 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 Ordinary Share and the number of 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 priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Effective Date” Capitalized terms not defined herein shall mean [________], 2022, have the date on which meaning ascribed to them in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Qilian International Holding Group LTD)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“Holder[__________] (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto Co-Diagnostics, Inc., a Delaware limited liability company Utah corporation (the “Company”), Holder is entitled, at any time or from time to time from [_________________] [DATE THAT IS SIX MONTHS ONE (1) YEAR FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [_______________] [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 [____]3 common ___________] shares of common stock of the Company Company, par value $0.001 per share (the “Shares”), 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING_____________] per ShareShare [120% of the price of the 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 and the number of 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 ______, 2017, 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 Offering. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“Holder__________ (“Holder”), as registered owner of this Common Stock Purchase Warrant (this “Purchase Warrant”), 1847 Holdings LLCto Acurx Pharmaceuticals, Inc., a Delaware limited liability company corporation (the “Company”), Holder is entitled, at any time or from [time to time from ________________] , [DATE THAT IS SIX MONTHS 180 DAYS FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____, 202________] _ [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 [____]3 common shares of the Company (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), 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 [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the 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 and the number of 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 or the adjusted exercise price, depending on the context. The term “Effective Date” Initially capitalized terms not otherwise defined herein shall mean [________], 2022, have the date on which meanings given to those terms in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Acurx Pharmaceuticals, LLC)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“Holder”), as registered owner of this This Unit Purchase Warrant, 1847 Holdings LLC, a Delaware limited liability company Warrant (the “CompanyPurchase Warrant”)) certifies that, Holder for value received, Maxim Partners LLC or its permitted assigns (“Holder”) is entitled, at upon the terms and subject to the conditions hereinafter set forth, on any time on or from [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] after the date that is 180 days after the effective date of the registration statement (the “Effective Date” or “Commencement Date”), ) and at on or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] prior to the close of business on 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 [____[ ] ([ ]3 common shares ) units (“Units”) of the Company Company, each Unit consisting of one share of Series B Convertible Preferred Stock, par value $0.01 per share (the “SharesSeries B Preferred Stock”), subject and [ ] ([ ]) warrants (“Warrant(s)”) to adjustment 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 provided those shares issued to the purchasers in Section 6 hereofthat certain public follow-on offering that initially closed on [ ], 2018 (the “Offering”) and as set forth in the Certificate of Designations of Series B Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on [ ], 2018 (the “Certificate of Designation”). Each Warrant will be the same as the warrants issued in the 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] 1,100 per ShareUnit; 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 Unit and the number of Shares Units (such shares of 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 or the adjusted exercise price, depending on the context. 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: AMEDICA Corp
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or on behalf of XX Xxxxxxand between MOBIQUITY TECHNOLOGIES, division of Benchmark Investments, LLC(“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCINC., a Delaware limited liability company New York corporation (the “Company”), Holder on one hand, and SPARTAN CAPITAL SECURITIES, LLC, on the other hand, dated [___], 2023 (as may be amended from time to time, the “Underwriting Agreement”), Spartan Capital Securities, LLC (“Holder”) and its assignees, as registered holders of this Purchase Warrant, is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] ], 2023, the effective date of the Company’s Registration Statement on Form S-1 with the Securities and Exchange Commission (the “Commencement Effective Date”), and at or before 5:00 p.m., Eastern time, on [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ], 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 [____]3 common ] shares of Common Stock of the Company Company, $0.0001 par value per share (the “SharesCommon 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 (“Purchase Warrant”). This Purchase Warrant is initially exercisable at $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING___] per Shareshare of Common Stock (110% of the price of the 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 share and the number of Shares 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 priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Effective Date” Capitalized terms not defined herein shall mean [________], 2022, have the date on which meaning ascribed to them in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Samples: Underwriters’ Warrant Agreement (Mobiquity Technologies, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“Holder[__________] (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto Laser Photonics Corporation, a Delaware limited liability company corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________●] [DATE THAT IS SIX MONTHS ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________●] [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 [____]3 common _________] shares of common stock of the Company Company, par value $0.001 per share (the “Shares”), 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per 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 and the number of 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 [●], 2022, 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. 333-261129). The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or and between Happiness Biotech Group Limited, a Cayman Islands company(the “Company”), on behalf of XX Xxxxxxone hand, division of Benchmark Investmentsand Univest Securities, LLC(“HolderLLC, on the other hand, dated [●], 2019 (the “Underwriting Agreement”), Univest Securities, LLC (“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 [●], 20[________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, on [●], 20[____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”)Date”)1, but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common such number of ordinary shares of the Company Company, par value $0.0005 per ordinary share (the “Ordinary Shares”) as equates to eight percent (8%) of the Ordinary Shares in the Offering (the “Shares”), 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 $[●] [125$ per Ordinary Share (120% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the 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 Ordinary Share and the number of 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 priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Effective Date” Capitalized terms not defined herein shall mean [________], 2022, have the date on which meaning ascribed to them in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Happiness Biotech Group LTD)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“HolderAegis Capital Corp. (the “Holder”), as registered owner of this warrant to purchase shares of Common Stock (as defined below (the “Purchase Warrant”), 1847 Holdings LLCto Serve Robotics Inc., a Delaware limited liability company corporation (the “Company”), the Holder is entitled, at any time or from [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] time to time beginning October 14, 2024 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] on April 17, 2029 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common 500,000 shares of the Company (the “Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] 5.00 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The , and the term “Effective DateBusiness Day” shall mean [________]a day other than a Saturday, 2022, Sunday or any other day which is a federal legal holiday in the date United States or any day on which the Registration Statement 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 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 Commission on the Registration Statement and are thus freely tradeablesuch day.
Appears in 1 contract
Samples: Serve Robotics Inc. /DE/
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between., FOTV Media Networks Inc., a Delaware corporation (the “Company”) and Monarch Bay Securities, LLC (“MBS”), as Representative of the several underwriters, dated August [●], 2016 (the “Underwriting Agreement”), MBS (in consideration of funds duly paid by such capacity with its permitted successors or on behalf of XX Xxxxxxassigns, division of Benchmark Investments, LLC(“Holderthe “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 [________________] ●], 2016 (the “Exercise Date”) [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”)REGISTRATION STATEMENT], and at or before 5:00 p.m., Eastern time, [____________] ●], 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 [____]3 ●] shares [NUMBER OF SHARES EQUAL TO 3% OF SHARES SOLD IN THE IPO] of common shares stock of the Company Company, par value $0.001 per share (the “Shares”), 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 $[●] [12510.00 per Share (125.0% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [________], 2022, have the date on which meaning ascribed thereto in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Akanda Corp., a company incorporated in consideration the Province of funds duly paid by Ontario (the “Company”) and Boustead Securities, LLC (“Boustead”), dated [*], 2022 (the “Underwriting Agreement”), Boustead (in such capacity with its permitted successors or on behalf of XX Xxxxxxassigns, division of Benchmark Investments, LLC(“Holderthe “Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLC, a Delaware limited liability company (the “Company”), Holder 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 [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] *], 2022 (the “Commencement Issuance Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] *], 2027 (the “Expiration Date,”) which such date is five (5) years from the commencement of the sales of the Common 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 [____]3 common shares *] Common Shares of the Company Company, without par value (the “Shares”), 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 Common 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 (125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [________], 2022, have the date on which meaning ascribed thereto in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx[Xxxxxx Xxxxxx & Co., division of Benchmark InvestmentsLLC/ Feltl and Company, LLC(“HolderInc./Neidiger, Tucker, Bruner, Inc.] (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto Sensus Healthcare, Inc., a Delaware limited liability company corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS ONE YEAR FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and UNTIL at or before 5:00 p.m., Eastern time, [____________] [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 [____]3 common ] shares of common stock of the Company Company, par value $0.01 per share (the “Shares”), 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 [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [________[ ], 2022, the date on which of that certain Underwriting Agreement, by and between the Registration Statement on Form S-1 (File No. 333-259011) Company and Xxxxxx Xxxxxx & Co., LLC, as representative of the Company underwriters named therein (the “Registration Statement”) was declared effective by the Securities and Exchange Commission (“CommissionUnderwriting Agreement”). This Purchase Warrant and the Shares exercisable hereby have been registered with the Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or and between Happiness Biotech Group Limited, a Cayman Islands company(the “Company”), on behalf of XX Xxxxxxone hand, division of Benchmark Investmentsand Univest Securities, LLC(“HolderLLC, on the other hand, dated [●], 2019 (the “Underwriting Agreement”), Univest Securities, LLC (“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 [●], 20[________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, on [●], 20[____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”)Date”)1, but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common such number of ordinary shares of the Company Company, par value $0. 0005 per ordinary share (the “Ordinary Shares”) as equates to eight percent (8%) of the Ordinary Shares in the Offering (the “Shares”), 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 $[●] [1256.60 per Ordinary Share (120% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the 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 Ordinary Share and the number of 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 priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Effective Date” Capitalized terms not defined herein shall mean [________], 2022, have the date on which meaning ascribed to them in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Happiness Biotech Group LTD)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“Holder[___________] (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto Air Industries Group, a Delaware limited liability company Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] ], 2018 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ], 2022 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common ____] shares of common stock of the Company Company, par value $0.001 per share (the “Shares”), subject to adjustment as provided in Section 6 5 hereof. This Purchase Warrant will not be exercisable more than five years from the Effective Date pursuant to FINRA Rule 5110(f)(2)(G)(i). If the Expiration Date is a day on which banking institutions in the State of New York 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 ShareShare (120% of the price of the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” All capitalized terms used herein but not defined shall mean have the meanings given to them in the Underwriting Agreement dated as of [___________], 2022, the date on which the Registration Statement on Form S-1 (File No. 333-259011) of 2017 by and among 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 Commission on the Registration Statement and are thus freely tradeableunderwriters party thereto.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“HolderAegis Capital Corp. (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto FD Technology Inc., a Delaware limited liability Cayman Islands exempted company (the “Company”), Holder is entitled, at any time or from time to time beginning [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] ●], 2023 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 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 [____]3 common ●] ordinary shares of the Company Company, par value $0.000001 per share (the “Shares”), 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The , and the term “Effective DateBusiness Day” shall mean [________]a day other than a Saturday, 2022, Sunday or any other day which is a federal legal holiday in the date United States or any day on which the Registration Statement 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 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 Commission on the Registration Statement and are thus freely tradeablesuch day.
Appears in 1 contract
Samples: Fd Technology Inc.
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX XxxxxxR.X. Xxxxxxxx & Co., division of Benchmark Investments, LLC(“HolderInc. (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCJxxxxxx Inc., a Delaware limited liability company 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 [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] time to time from January 25, 2024 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] July 24, 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common shares an aggregate of the Company 35,312 shares, par value $0.00001 per share (the “Shares”)) of the Company’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 a price of $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] 4.40 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price of $4.40 per Share (equal to 110% of the initial public offering price) or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [________]July 24, 20222023, the date on which the Registration Statement on Form S-1 S-1, as amended (File No. 333-259011267907) 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“Holder[__________] (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto Ammo, Inc., a Delaware limited liability company corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________●] [DATE THAT IS SIX MONTHS ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________●] [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 [____]3 common [ ] shares of common stock of the Company Company, par value $0.001 per share (the “Shares”), 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 [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the 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 and the number of 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 $0.001 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 or the adjusted exercise price, depending on the context. 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or and between Puhui Wealth Investment Management Co., Ltd., a Cayman Islands company (the “Company”), on behalf of XX Xxxxxxone hand, division of Benchmark Investmentsand Jxxxxx Xxxxx Capital, LLC(“HolderLLC, on the other hand, dated [●], 2018 (the “Underwriting Agreement”), Jxxxxx Xxxxx Capital, LLC (“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 [●], 20[________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Exercise Date”), the date that is 180 days after the effective date of the Company’s Registration Statement with the SEC (the “Effective Date”), and at or before 5:00 p.m., Eastern time, on [●], 20[____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”)Date”)1, but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common such number of ordinary shares of the Company Company, par value $0.001 per ordinary share (the “Ordinary Shares”) as equates to six percent (6%) of the Ordinary Shares in the Offering (the “Shares”), 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 Ordinary Share (125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the 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 Ordinary Share and the number of 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 priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Effective Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement. 1 Which shall be the fifth year anniversary from the Initial Closing 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Engagement Letter by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“Holder”), as registered owner of this Purchase Warrant, 1847 and between E-Home Household Service Holdings LLCLimited, a Delaware limited liability Cayman Islands company (the “Company”), Holder is entitledon one hand, at any time or from [and Xxxxxx Xxxxx Capital, LLC, on the other hand, dated August 13, 2021, as amended on December 17, 2021 (the “Agreement”), ________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] _ (“Holder”) and its assignees, as registered holders of this Purchase Warrant, is entitled, at any time or from time to time from the date of issuance (the “Commencement Effective Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] on December 20, 2026 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common ______ ordinary shares of the Company (the “Warrant Shares”)) of the Company, par value $0.0001 per ordinary share (the “Ordinary Shares”) (equal to five (5%) percent of the Ordinary Shares equal to the principal amount of the Convertible Promissory Note (the “Note”) dated December 20, 2021 issued to ____________ or its assigns divided by the market closing price of the Ordinary Shares on the day prior to execution of the Note, 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 $[●] [1252.00 per Ordinary Share (120% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the market closing price of the Ordinary Shares on the trading day prior to the execution of the Note); 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 Ordinary Share and the number of 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 priceprice as a result of the events set forth in Section 6 below, depending on the context. 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between RVeloCITY Inc., a company incorporated in consideration the State of funds duly paid by Delaware (the “Company”), and Boustead Securities, LLC (“Boustead”), dated [●], 2023 (the “Underwriting Agreement”), Bxxxxxxx (in such capacity with its permitted successors or on behalf of XX Xxxxxxassigns, division of Benchmark Investments, LLC(“Holderthe “Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLC, a Delaware limited liability company (the “Company”), Holder 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 [●], 20________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] _ (the “Commencement Exercise Date”)) [THE DATE THAT THE WARRANT IS ISSUED], and at or before 5:00 p.m., Eastern time, [●], 20____________] _ [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF ON WHICH THE OFFERINGREGISTRATION STATEMENT IS DECLARED EFFECTIVE] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common shares ●] Class A Common Shares of the Company Company, without par value (the “Shares”), 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per ShareShare (the price of the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [________], 2022, have the date on which meaning ascribed thereto in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Samples: Rvelocity, Inc.
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX XxxxxxWallachBeth Capital, division of Benchmark Investments, LLC(“HolderLLC or its assigns (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto Guardion Health Services, Inc., a Delaware limited liability company corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] ●], 2020 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2024 (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common ●] shares of the Company (the “Shares”)) of common stock of the Company, par value $0.001 per share, 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean This Purchase Warrant is being issued pursuant to that certain Underwriting Agreement, dated [________●], 20222019 (the “Agreement”), between the date Company and, on which the Registration Statement on Form S-1 (File No. 333-259011) behalf of the Company Underwriters named on Schedule 1 thereto, WallachBeth Capital, LLC (“Registration Statement”) was declared effective by the Securities and Exchange Commission (“CommissionWallachBeth”). This Purchase Warrant and The Company’s offering contemplated by the Shares exercisable hereby have been registered with Agreement is referred to herein as the Commission on the Registration Statement and are thus freely tradeable“Offering.”
Appears in 1 contract
Samples: Underwriting Agreement (Guardion Health Sciences, Inc.)
Purchase Warrant. THIS CERTIFIES THATAMERICAN DEPOSITARY SHARES PURCHASE WARRANT (this “Purchase Warrant”) certifies that, pursuant to that certain underwriting agreement by and between Earlyworks Co., Ltd., a stock corporation organized under the laws of Japan (the “Company”) and US Tiger Securities, Inc. (“US Tiger”), dated [●], 2023 (the “Underwriting Agreement”). US Tiger (in consideration of funds duly paid by such capacity with its permitted successors or on behalf of XX Xxxxxxassigns, division of Benchmark Investments, LLC(“Holderthe “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 [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING●] (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, [____________] [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 [____]3 common shares of the Company ●] American Depositary Shares (the “Shares”), each 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 (125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [________], 2022, have the date on which meaning ascribed thereto in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX XxxxxxI-Bankers Securities, division of Benchmark Investments, LLC(“HolderInc. (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto GREENVISION ACQUISITION CORP., a Delaware limited liability company corporation (the “Company”), Holder is entitled, at any time or from [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] time to time upon the later of the consummation of a Business Combination or one-year from the effective date (“Effective Date”) of the Company’s registration statement on Form S-1 (File No. 333- 234282) (the “Registration Statement”) (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] on the earlier of (i) the liquidation of the Company’s Trust Account (as described in the Company’s Registration Statement pursuant to which the Company’s securities are offered for sale to the public in the Company’s initial public offering (“Offering”) in the event the Company has not completed a Business Combination within the required time periods and (ii) five years from the Effective Date of the Registration Statement (“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common ●] shares of the Company common stock par value $0.00001 per share (the “Shares”), 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] 12.00 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: GreenVision Acquisition Corp.
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX XxxxxxXxxxxx Xxxxx Securities, division of Benchmark Investments, LLC(“HolderInc. (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto Smart for Life, Inc., a Delaware limited liability company corporation (the “Company”), Holder is entitled, at any time or from [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] time to time beginning November 5, 2021 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] November 5, 2026 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common 36,000 shares of common stock of the Company Company, par value $0.0001 per share (the “Shares”), 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] 2.50 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [________]This Amended and Restated Common Stock Purchase Warrant amends, 2022replaces, supersedes and restates that certain prior Common Stock Purchase Warrant issued by the Company to the Holder on or around November 5, 2021, originally allowing for the Holder to purchase up to 72,000 shares of common stock on the same terms set forth herein, of which none of warrants have been exercised as of 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 Commission on the Registration Statement and are thus freely tradeableherteof.
Appears in 1 contract
Samples: Smart for Life, Inc.
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“HolderAegis Capital Corp. (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto Xplore Technologies Corp., a Delaware limited liability company corporation (the “Company”), Holder is entitled, at any time or from [________________time to time from [ ] [DATE THAT IS SIX MONTHS FROM THE ONE YEAR AFTER EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________[ ] [DATE THAT IS FIVE YEARS FROM THE AFTER EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 [ ] shares of common shares stock of the Company (representing 5% of the shares of common stock sold in the Offering, excluding the over-allotment option) , par value $0.001 per share (the “Shares”), 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 125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or on behalf of XX Xxxxxxand between China Commercial Credit, division of Benchmark InvestmentsInc., LLC(“Holdera Delaware corporation (the “Company”) and Axiom Capital Management, Inc. (“Axiom”) dated [●], 2014 (the “Underwriting Agreement”), [●] (“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 [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING●] (the “Commencement Exercise Date”), the date that is 180 days after the Effective Date, and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ●], 2019 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common ●] shares of common stock of the Company Company, par value $0.001 per share (the “Shares”), 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. In no event will this Purchase Warrant be exercisable for more than five years from the Effective Date in compliance with FINRA Rule 5110(f)(2)(H)(i). 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 $[●] [125per Share (120% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” Any terms not defined herein shall mean [________], 2022, have the date on which meaning ascribed to them in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (China Commercial Credit Inc)
Purchase Warrant. THIS CERTIFIES THAT, in for consideration of funds duly paid in services by or on behalf of XX XxxxxxPrime Number Capital, division of Benchmark Investments, LLC(“HolderLLC (“Holder”), as registered owner of this Purchase WarrantWarrant of Wuxin Technology Holdings, 1847 Holdings LLCInc., a Delaware limited liability Cayman Islands exempted company (the “Company”), Holder is entitled, at any time or from [________________time to time from [ ] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________●] [DATE THAT IS FIVE (5) YEARS FROM THE EFFECTIVE DATE 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 [____●]3 common [5% OF CLASS A ORDINARY SHARES SOLD IN THE OFFERING] Class A ordinary shares of the Company Company, par value $0.0001 per share (the “Shares”), 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 [WHICH IS EQUAL TO ONE HUNDRED TWENTY FIVE PERCENT 125% OF THE PUBLIC OFFERING PER SHARE PRICE OF ONE UNIT THE SHARES 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: S Warrant Agreement (Wuxin Technology Holdings, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“HolderAegis Capital Corp. (“Aegis”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto Stemline Therapeutics, Inc., a Delaware limited liability company corporation (the “Company”), Holder 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 [ ] [DATE THAT IS SIX MONTHS FROM THE ONE YEAR AFTER DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERINGEFFECTIVENESS] (the “Commencement Date”), and until at or before 5:00 p.m., Eastern time, [____________[ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE AFTER DATE OF THE OFFERINGEFFECTIVENESS] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common [ ] shares of common stock of the Company (the “Shares”)Company, par value $0.0001 per share, 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING[ ] per ShareShare [150% of the price of the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Stemline Therapeutics Inc)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX XxxxxxRevere Securities, division of Benchmark Investments, LLC(“HolderLLC (“Holder”), as registered owner of this Purchase Warrant, 1847 EPWK Holdings LLCLtd., a Delaware limited liability Cayman Islands exempted company (the “Company”), Holder is entitled, at any time or from time to time from [________________] ●], [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] ●], [DATE THAT IS FIVE THREE YEARS FROM THE EFFECTIVE DATE 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 [____]3 common ●] Class A ordinary shares of the Company Company, par value $0.0001 per share (the “Shares”), 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; 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. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [________●], 20222023, the date on which the Registration Statement on Form S-1 F-1 (File No. 333-259011[●]) of the Company (“Registration Statement”) was declared effective by the U.S. Securities and Exchange Commission (the “Commission”). This Purchase Warrant and the Shares exercisable hereby have been registered with the Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCand between BIOLINGUS (CAYMAN) LIMITED, a Delaware Cayman Islands exempted company limited liability company by shares (the “Company”), Holder on the one hand, and Univest Securities, LLC[Fosun International Securities Limited, on the other hand, dated [●], 202[●], as amended (the “Underwriting Agreement”), [●] (“Holder”) and its assignees, as registered holders of this Purchase Warrant, for the consideration of $[●]5, paid at the time of the closing of the Offering, is entitled, at any time or from time to time from [________________] ●], 202[DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING●] (the “Commencement Effective Date”), being the date that is one hundred and eighty (180) days after the date of the commencement of the sales of the Company’s ordinary shares, US$0.000001 par value per share (the “Ordinary Shares”), and at or before 5:00 p.m., United States Eastern time, on [____________●], 202[●] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (five (5) years from the date hereof) (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common shares ●] Ordinary Shares (equal to five (5.0%) percent of the Company (Ordinary Shares sold in the “Shares”offering including any exercise of the overallotment 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 City, 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. In no event shall this Purchase Warrant be exercisable after [●], 2028, which is the date that is five (5) years from the date of the commencement of the sales of the Ordinary Shares in the Company’s initial public offering. 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 $[●] [125per Ordinary Share (110% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the 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 share and the number of 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 priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement. 4 A date that is five years after the Effective Date” shall mean Date of this Warrant. 5 $0.01 per [________Warrant or shares underlying the Warrant?], 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THATCOMMON STOCK PURCHASE WARRANT (this “Purchase Warrant”) certifies that, pursuant to that certain Underwriting Agreement by and between Bionexus Gene Lab Corp., a Wyoming company (the “Company”) and Network 1 Financial Securities, Inc. (“Network 1”), dated July 20, 2023 (the “Underwriting Agreement”), [●] (in consideration of funds duly paid by such capacity with its permitted successors or on behalf of XX Xxxxxxassigns, division of Benchmark Investments, LLC(“Holderthe “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 [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”)time to time from July 24, 2023, and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] July, 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common ●] shares of the Company Company’s Common Stock, no par value per share (the “Shares”), 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 $[●] [1254.40 per Share (110% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [________], 2022, have the date on which meaning ascribed thereto in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (BioNexus Gene Lab Corp)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCand between Li Bang International Corporation Inc., a Delaware limited liability Cayman Islands exempted company (the “Company”), Holder on the one hand, and Univest Securities, LLC, on the other hand, dated [●], 202[●], as amended (the “Underwriting Agreement”), [●] (“Holder”) and its assignees, as registered holders of this Purchase Warrant, is entitled, at any time or from time to time from [________________] ●], 202[DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING●] (the “Commencement Effective Date”), being the date that is one hundred and eighty (180) days after the date of the commencement of the sales of the Company’s ordinary shares, US$0.0001 par value per share (the “Ordinary Shares”), and at or before 5:00 p.m., Eastern time, on [____________●], 202[●] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (five (5) years from the date hereof) (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common shares ●] Ordinary Shares (equal to five (5.0%) percent of the Company (Ordinary Shares sold in the “Shares”offering including any exercise of the overallotment 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 City, 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. In no event shall this Purchase Warrant be exercisable after [●], 2027, which is the date that is five (5) years from the date of the commencement of the sales of the Ordinary Shares in the Company’s initial public offering. 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 $[●] [125per Ordinary Share (120% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the 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 share and the number of 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 priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Effective Date” Capitalized terms not defined herein shall mean [________], 2022, have the date on which meaning ascribed to them in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Li Bang International Corp Inc.)
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Gelteq Limited, an Australian public limited company limited to shares (the “Company”) and Boustead Securities, LLC (“Boustead”), dated [ ], 2023 (the “Underwriting Agreement”), Boustead (in consideration of funds duly paid by such capacity with its permitted successors or on behalf of XX Xxxxxxassigns, division of Benchmark Investments, LLC(“Holderthe “Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLC, a Delaware limited liability company (the “Company”), Holder is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or from [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] time to time from [ ], 2023 (the “Commencement Issuance Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] *], 2028 (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 [____]3 common shares [ ] Ordinary Shares of the Company Company, no par value (the “Shares”), 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING[ ] per ShareShare (100% of the price of the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [________], 2022, have the date on which meaning ascribed thereto in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Gelteq LTD)
Purchase Warrant. THIS CERTIFIES THATORDINARY SHARES PURCHASE WARRANT (this “Purchase Warrant”) certifies that, pursuant to that certain Underwriting Agreement by and between BloomZ Inc., a Cayman Islands exempted company (the “Company”) and Network 1 Financial Securities, Inc. (“Network 1”), dated July 23, 2024 (the “Underwriting Agreement”), [●] (in consideration of funds duly paid by such capacity with its permitted successors or on behalf of XX Xxxxxxassigns, division of Benchmark Investments, LLC(“Holderthe “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 [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] time to time from July 25, 2024 (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] July 23, 2029 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common shares ●] Ordinary Shares of the Company Company, par value $0.00000002 per share (the “Shares”), 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 $[●] [1255.16 per Share (120% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement. 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 Commission on the Registration Statement and are thus freely tradeableis redeemable.
Appears in 1 contract
Samples: BloomZ Inc.
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid services rendered by or on behalf of XX XxxxxxWallachBeth Capital, division of Benchmark Investments, LLC(“HolderLLC (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCbioAffinity Technologies, Inc., a Delaware limited liability company corporation (the “Company”), Holder is entitled, at any time or from and after [________________] ], 2022 [DATE THAT IS SIX MONTHS FROM THE DATE OF 180 DAYS AFTER THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES UNITS IN THE COMPANY’S INITIAL PUBLIC OFFERING] (the “Commencement Date”), and and, in accordance with FINRA Rule 5110(g)(8)(A), at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] ], 2027, which is the date that is five (5) years following the commencement of sales of the Company’s units (each unit (“Unit”) consisting of one share of the Company’s common stock, $0.001 par value per share (“Common Stock”) and one warrant to purchase one share of Common Stock) in the Company’s initial public offering (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common ___] shares of Common Stock of the Company (the “Shares”) (which amount shall equal five percent (5%) of the number of Units sold in the Company’s initial public offering), 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 $[●] [125the price equal to the product of 120% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Sharemultiplied by the initial offering price of one Unit in the Company’s initial public 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [________●], 2022, the date on which the Registration Statement on Form S-1 (File No. 333-259011) Company commenced sales 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 Commission on the Registration Statement and are thus freely tradeableits Units in its initial public offering.
Appears in 1 contract
Samples: bioAffinity Technologies, Inc.
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX Xxxxxx, division of Benchmark Investments, LLC(“Holder[__________] (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto Laser Photonics Corporation, a Delaware limited liability company corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________●] [DATE THAT IS SIX MONTHS ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________●] [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 [____]3 common [ ] shares of common stock of the Company Company, par value $0.001 per share (the “Shares”), 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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per 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 and the number of 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 [●], 2022, 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. 333-261129). The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THATCOMMON STOCKS PURCHASE WARRANT (this “Purchase Warrant”) certifies that, pursuant to that certain Underwriting Agreement by and between BRB Foods Inc., a corporation incorporated under the law of the State of Wyoming (the “Company”) and Network 1 Financial Securities, Inc. (“Network 1”), dated [ ], 202_ (the “Underwriting Agreement”), Network 1 (in consideration of funds duly paid by such capacity with its permitted successors or on behalf of XX Xxxxxxassigns, division of Benchmark Investments, LLC(“Holderthe “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 [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] time to time from [ ], 202_ (the “Commencement Date”)Exercise Date”)1, and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] [ ], 202_ (the “Expiration Date”)Date”)2, but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common [ ] shares of common stock of the Company Company, par value $0.001 per share (the “Shares”)Shares”)3, 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 (125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement. 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 Commission on the Registration Statement and are thus freely tradeableis redeemable.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX XxxxxxTaglich Brothers, division of Benchmark Investments, LLC(“HolderInc. (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCto Air Industries Group, a Delaware limited liability company Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS SIX MONTHS ONE YEAR FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and until at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF 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 [____]3 common 46,800] shares of common stock of the Company Company, par value $0.001 per share (the “Shares”), 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 $[●11.25] per Share [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per SharePER 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [________], 2022, the date on which of the commencement of sales by the Company pursuant to a prospectus supplement filed by the Company in connection with a registered direct offering of shares of common stock of the Company pursuant to a Registration Statement on Form S-1 S-3 (File No. 333-259011191748) of the Company (“Registration Statement”) that was declared effective by the Securities and Exchange Commission (“Commission”). This Purchase Warrant and the Shares exercisable hereby have been registered with the Commission on the Registration Statement and are thus freely tradeableDecember 11, 2013.
Appears in 1 contract
Samples: Air Industries Group
Purchase Warrant. THIS CERTIFIES THATAMERICAN DEPOSITARY SHARES PURCHASE WARRANT (this “Purchase Warrant”) certifies that, pursuant to that certain Underwriting Agreement by and between, among others, Hywin Holdings Ltd., a Cayman Islands exempted company (the “Company”) and Network 1 Financial Securities, Inc. (“Network 1”), dated [•], 2021 (the “Underwriting Agreement”), Network 1 (in consideration of funds duly paid by such capacity with its permitted successors or on behalf of XX Xxxxxxassigns, division of Benchmark Investments, LLC(“Holderthe “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 [________________•], 20[•] (the “Exercise Date”) [THE DATE THAT IS SIX TWELVE (12) MONTHS FROM AFTER THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”)], and at or before 5:00 p.m., Eastern time, [____________•], 20[•] [DATE THAT IS FIVE THREE YEARS FROM THE EFFECTIVE DATE 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 [____]3 common shares •] ADSs, representing [•] Ordinary Shares of the Company Company, par value $0.0001 per share (the “Shares”)Shares”)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 ADS (125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the ADSs 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 ADS and the number of Shares ADSs to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [________], 2022, have the date on which meaning ascribed thereto in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THATCLASS A ORDINARY SHARES PURCHASE WARRANT (this “Purchase Warrant”) certifies that, pursuant to that certain Underwriting Agreement by and between Planet Image International Limited, a Cayman Islands exempted company (the “Company”) and US Tiger Securities, Inc. (“US Tiger”), dated [●], 2023 (the “Underwriting Agreement”), US Tiger (in consideration of funds duly paid by such capacity with its permitted successors or on behalf of XX Xxxxxxassigns, division of Benchmark Investments, LLC(“Holderthe “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 [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING●] (the “Commencement Exercise Date”)) , and at or before 5:00 p.m., Eastern time, [____________] [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 [____]3 common ●] shares of the Company Company’s Class A Ordinary Shares, par value HK$0.0001 per share (the “Shares”), 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 (125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The Any term “Effective Date” not defined herein shall mean [________], 2022, have the date on which meaning ascribed thereto in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Planet Image International LTD)
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX EX Xxxxxx, division of Benchmark Investments, LLC(“HolderLLC (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCCastellum, Inc., a Delaware limited liability company Nevada 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 ________________] , 2023 [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE THIS INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] , 2027 [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE THIS OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____●]3 1 shares of common shares stock of the Company (the “Shares”), 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 a price of $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price of $____ per Share (equal to 115% of the initial public offering price) or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [________]___, 2022, the date on which the Registration Statement on Form S-1 (File No. 333-259011267249) 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 Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: Castellum, Inc.
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX XxxxxxPrime Number Capital, division of Benchmark Investments, LLC(“HolderLLC (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCWarrant of Erayak Power Solution Group Inc., a Delaware limited liability Cayman Islands exempted company (the “Company”), Holder is entitled, at any time or from [________________time to time from [ ] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________●] [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 [____]3 common ●] Class A ordinary shares of the Company Company, par value $0.0001 per share (the “Shares”), 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 [125WHICH IS EQUAL TO 120% OF THE PUBLIC OFFERING PER SHARE PRICE OF ONE UNIT THE SHARES 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [________●], 2022, the date on which the Registration Statement on Form S-1 F-1 (File No. 333-259011262292) of the Company (“Registration Statement”) was declared effective by the U.S. Securities and Exchange Commission (the “Commission”). This Purchase Warrant and the Shares exercisable hereby have been registered with the Commission on the Registration Statement and are thus freely tradeable.
Appears in 1 contract
Samples: Erayak Power Solution Group Inc.
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or and between Leaping Group Co., Ltd., a Cayman Islands limited liability company (the “Company”), on behalf of XX Xxxxxxone hand, division of Benchmark Investmentsand Boustead Securities, LLC(“HolderLLC, on the other hand, dated [●], 20[__] (the “Underwriting Agreement”), Boustead Securities, LLC (“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 [●], 20[________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, on [●], 20[____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”)Date”)[1], but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common such number of ordinary shares of the Company Company, par value $0.00284 per ordinary share (the “Ordinary Shares”) as equates to six and a half percent (6.5%) of the Ordinary Shares in the Offering (the “Shares”), 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_______ per Ordinary Share (110% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof the price of the 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 Ordinary Share and the number of 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 priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Effective Date” Capitalized terms not defined herein shall mean [________], 2022, have the date on which meaning ascribed to them in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or on behalf of XX Xxxxxxand between Yi Po International Holdings Limited, division of Benchmark Investments, LLC(“Holdera Cayman Islands company (the “Company”), on one hand, and Boustead Securities, LLC (the “Holder”), on the other hand, dated __, 2022 (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 ________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] , 2022 (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, [on ____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] , 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 [____]3 common _ordinary shares of the Company (the “Shares”) of the Company, no par value per ordinary share (the “Ordinary Shares”), 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 Ordinary Share (125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] per Shareof Offering 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 Ordinary Share and the number of 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 priceprice as a result of the events set forth in Section 6 below, depending on the context. The term “Effective Date” Capitalized terms not defined herein shall mean [________], 2022, have the date on which meaning ascribed to them in 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 Commission on the Registration Statement and are thus freely tradeableUnderwriting Agreement.
Appears in 1 contract
Samples: Yi Po International Holdings LTD
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of XX XxxxxxSpartan Capital Securities, division of Benchmark Investments, LLC(“HolderLLC (“Holder”), as registered owner of this Purchase Warrant, 1847 Holdings LLCWarrant of Trio Petroleum Corp., a Delaware limited liability company corporation (the “Company”), Holder is entitled, at any time or from [________________] [DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THE INITIAL PUBLIC OFFERING] time to time from June 30, 2024 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] January 2, 2029 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____]3 common 55,000 shares of the Company common stock (the “Shares”) of the Company, par value $0.0001 per share (the “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 $[●] [125% OF THE PUBLIC OFFERING PRICE OF ONE UNIT SOLD IN THE OFFERING] 0.55 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 and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective Date” shall mean [________]January 2, 20222024, the date on which the Registration Statement on Form S-1 (File No. 333-259011) second closing of the financing by an institutional investor was consummated by the Company (the “Registration Statement”) was declared effective by the Securities and Exchange Commission (“CommissionOffering”). This , pursuant to the terms of a Securities Purchase Warrant Agreement between the Company and the Shares exercisable hereby have been registered with the Commission on the Registration Statement and are thus freely tradeablesuch investor, dated October 4, 2023, as amended by an Amendment to Transaction Documents, dated December 29, 2023.
Appears in 1 contract
Samples: Placement Agent Warrant Agreement (Trio Petroleum Corp.)