Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International Capital Limited/The Benchmark Company, LLC] (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Holder is entitled, at any time or from time to time beginning [●], 20233 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●], 20284 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 (the “Shares”) designated as Class A ordinary share of the Company, par value US$0.016 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions in New York, New York are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at US$[●]6 per Share; provided, however, that upon the occurrence of any of the events specified in Section 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. 1 Date that is 180 days following the date of commencement of sales of the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offering.
Appears in 3 contracts
Samples: Underwriting Agreement (DDC Enterprise LTD), DDC Enterprise LTD, DDC Enterprise LTD
Purchase Warrant. THIS CERTIFIES THAT, for value received, in consideration of funds duly paid by or on behalf of [CMB International Aegis Capital Limited/The Benchmark CompanyCorp./ Chardan Capital Markets, LLC] (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedEyegate Pharmaceuticals, an exempted company incorporated with limited liability under the laws of the Cayman Islands Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time beginning from [●], 20233 ________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and until at or before 5:00 p.m., Eastern time, [●], 20284 ____________] [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 [●____] shares5 (the “Shares”) designated as Class A ordinary share shares of common stock of the Company, par value US$0.016 $0.01 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, 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 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 US$$[●___] per Share [125% of the price of the Company’s common stock sold in the Offering]6 per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following The term “Effective Date” shall mean [ ], the date of commencement of sales on which the Registration Statement on Form S-1 (File No. 333-197725) of the offering. 2 Date that is five years from Company was declared effective by the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringSecurities and Exchange Commission.
Appears in 2 contracts
Samples: Underwriting Agreement (Eyegate Pharmaceuticals Inc), Eyegate Pharmaceuticals Inc
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International Capital Limited/The Benchmark Company, LLC] in consideration of funds duly paid by or on behalf of [ ](“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedAnPac Bio-Medical Science Co., an exempted Ltd., a business company incorporated with limited liability under the laws of the Cayman British Virgin Islands (the “Company”), Holder is entitled, at any time or from time to time beginning from [●], 20233 20[19] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●], 20284 20[24], which will be the five-year anniversary of the effective date of the Company’s Form F-1 registration statement (File No.333-234408) (such date, the “Effective Date”) pursuant to which the Company’s securities are offered to the public (the “Offering”) (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 Class A ordinary shares of the Company2, par value $0.01 (the “Shares”) designated as Class A ordinary share ), in the form of the Company, par value US$0.016 per share American Depositary Shares (the “Class A Ordinary SharesWarrant ADSs”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, 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, except as otherwise provided herein or with the Holder’s consent. This Purchase Warrant is initially exercisable at US$$[●]6 3 per ShareWarrant ADS; provided, however, that upon the occurrence of any of the events specified in Section 5 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share Warrant 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. 1 Date that is 180 days following the date of commencement of sales of the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offering.
Appears in 2 contracts
Samples: Underwriters’ Warrant Agreement (AnPac Bio-Medical Science Co., Ltd.), Underwriters’ Warrant Agreement (AnPac Bio-Medical Science Co., Ltd.)
Purchase Warrant. THIS CERTIFIES THAT, for value receivedpursuant to that certain Underwriting Agreement by and between GENIUS GROUP LIMITED, [CMB International Capital Limited/The Benchmark a Singapore company (the “Company”), LLC] on one hand, and Boustead Securities, LLC (the “Holder”), on the other hand, dated April 11, 2022 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, to DDC Enterprise Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Holder is entitled, at any time or from time to time beginning [●]from April 14, 20233 2022 (the “Commencement Exercise Date”), and at or before 5:00 p.m., Eastern time, [●]on April 13, 20284 2027 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 188,181 ordinary shares (the “Shares”) designated as Class A ordinary share of the Company, no par value US$0.016 per ordinary share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, New York are authorized by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at US$[●]6 $7.50 per Ordinary Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following Capitalized terms not defined herein shall have the date of commencement of sales of meaning ascribed to them in the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringUnderwriting Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (Genius Group LTD), Genius Group LTD
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International in consideration of funds duly paid by or on behalf of Aegis Capital Limited/The Benchmark Company, LLC] Corp. (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedCurative Biotechnology, an exempted company incorporated with limited liability under the laws of the Cayman Islands Inc., a Florida corporation (the “Company”), Holder is entitled, at any time or from time to time beginning [●], 20233 2022 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 20284 2027 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 (the “Shares”) designated as Class A ordinary share shares of Common Stock of the Company, $0.0001 par value US$0.016 per share of Common Stock (the “Class A Ordinary SharesCommon Stock”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is not a day on which banking institutions in New York, New York 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 US$$[●]6 ] per Shareshare of Common Stock; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date , and the term “Business Day” shall mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the United States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that is 180 days following the date Federal Reserve Bank of commencement 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 sales physical location at the direction of any governmental authority if the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Companybank’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringelectronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
Appears in 2 contracts
Samples: Curative Biotechnology Inc, Curative Biotechnology Inc
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International Capital Limited/The Benchmark Company, LLC] in consideration of funds duly paid by or on behalf of A.G.P./Alliance Global Partners (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedAIM ImmunoTech Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time beginning from [●_____], 20233 2020 (the one-year anniversary of the Effective Date, the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●_____], 20284 2024 (the date that is 4 years commencing one year following the Effective Date, the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●____] shares5 shares (the “Shares”) designated as Class A ordinary share of common stock of the Company, par value US$0.016 $0.001 per share (the “Class A Ordinary SharesCommon Stock”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, 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 US$$[●]6 ___] per ShareShare1; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 For the avoidance of doubt, this Purchase Warrant will be exercisable at any time, and from time to time, in whole or in part, during the four-year period commencing one (1) year from the Effective Date that is 180 days following (as defined in the date of commencement of sales of the offering. 2 Date that is Underwriting Agreement (as defined below)), which period shall not extend further than five (5) years from the date of commencement of sales Effective Date in compliance with FINRA Rule 5110(f)(2)(G)(i). 1 110% of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringprice.
Appears in 2 contracts
Samples: Underwriting Agreement (AIM ImmunoTech Inc.), AIM ImmunoTech Inc.
Purchase Warrant. THIS CERTIFIES THAT, for value receivedin consideration of funds duly paid by or on behalf of [Xxxx Capital Partners, [CMB International Capital LimitedLLC/The Benchmark Feltl and Company, LLCInc.] (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedThe Joint Corp., an exempted company incorporated with limited liability under the laws of the Cayman Islands a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time beginning from [●], 20233 ________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and until at or before 5:00 p.m., Eastern time, [●], 20284 _________] [DATE THAT IS FOUR YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●____] shares5 (the “Shares”) designated as Class A ordinary share shares of common stock of the Company, par value US$0.016 $0.001 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, 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 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 US$$[●____] per Share [125% of the price of the Company’s common stock sold in the Offering]6 per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following The term “Effective Date” shall mean [ ], the date of commencement of sales on which the Registration Statement on Form S-1 (File No. 333-198860) of the offering. 2 Date that is five years from Company was declared effective by the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringSecurities and Exchange Commission.
Appears in 2 contracts
Samples: JOINT Corp, JOINT Corp
Purchase Warrant. THIS CERTIFIES THAT, for value received, in consideration of funds duly paid by or on behalf of [CMB International Aegis Capital Limited/The Benchmark CompanyCorp./ Chardan Capital Markets, LLC] (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedEyegate Pharmaceuticals, an exempted company incorporated with limited liability under the laws of the Cayman Islands Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time beginning from [●], 20233 ________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and until at or before 5:00 p.m., Eastern time, [●], 20284 ____________] [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 [●____] shares5 (the “Shares”) designated as Class A ordinary share shares of common stock of the Company, par value US$0.016 $0.01 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, 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 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 US$$[●___] per Share [125% of the price of the Company’s common stock sold in the Offering or 100% of the price of the Company’s common stock sold in the Offering to the Company’s insiders]6 per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following The term “Effective Date” shall mean [ ], the date of commencement of sales on which the Registration Statement on Form S-1 (File No. 333-197725) of the offering. 2 Date that is five years from Company was declared effective by the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringSecurities and Exchange Commission.
Appears in 2 contracts
Samples: Underwriting Agreement (Eyegate Pharmaceuticals Inc), Eyegate Pharmaceuticals Inc
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International Capital Limited/The Benchmark Company, LLC] in consideration of funds duly paid by or on behalf of _______________ (the “Holder”), as registered owner of this warrant to purchase shares of Common Stock (as defined below (the “Purchase Warrant”), to DDC Enterprise LimitedOS Therapies Incorporated, an exempted company incorporated with limited liability under the laws of the Cayman Islands a Delaware corporation (the “Company”), the Holder is entitled, at any time or from time to time beginning [●], 20233 20241 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 20284 20292 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 shares (the “Shares”) designated as Class A ordinary share of common stock of the Company, par value US$0.016 $0.001 per share (the “Class A Ordinary SharesCommon Stock”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, 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 US$$[●]6 3 per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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, and the term “Business Day” shall mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the United States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close. 1 Date that is INSERT DATE 180 days following the date of commencement of sales of the offeringDAYS AFTER COMMENCMENT OF SALES DATE. 2 Date that is five years from the date of commencement of sales of the offeringINSERT DATE 5 YEARS AFTER COMMENCEMENT OF SALES DATE. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringINSERT 110% OF PUBLIC OFFERING PRICE PER SHARE.
Appears in 2 contracts
Samples: OS Therapies Inc, OS Therapies Inc
Purchase Warrant. THIS CERTIFIES THAT, for value receivedpursuant to that certain Underwriting Agreement by and between Flora Growth Corp., a company incorporated in the Province of Ontario (the “Company”) and Boustead Securities, LLC (“Boustead”), dated [CMB International Capital Limited/The Benchmark Company●], LLC] 2021 (the “Underwriting Agreement”), Boustead (in such capacity with its permitted successors or assigns, the “Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (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 beginning from [●], 20233 20__ (the “Commencement Exercise Date”)) [THE DATE THAT THE WARRANT IS ISSUED], and at or before 5:00 p.m., Eastern time, [●], 20284 20__ [DATE THAT IS FIVE YEARS FROM THE DATE ON WHICH THE REGISTRATION STATEMENT IS DECLARED EFFECTIVE] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 (the “Shares”) designated as Class A ordinary share Common Shares of the Company, without par value US$0.016 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions in New York, New York 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 US$$[●]6 ] per ShareShare (125% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 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. 1 Date that is 180 days following Any term not defined herein shall have the date of commencement of sales of meaning ascribed thereto in the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringUnderwriting Agreement.
Appears in 2 contracts
Samples: Flora Growth Corp., Flora Growth Corp.
Purchase Warrant. THIS CERTIFIES THAT, for value receivedpursuant to that certain Underwriting Agreement by and between., Fuqin Fintech Limited, a Cayman Islands limited liability company (the “Company”) and Boustead Securities, LLC (“Boustead”), as the Underwriter, dated [CMB International Capital Limited/The Benchmark Company●], LLC] 2018 (the “Underwriting Agreement”), Boustead (in such capacity with its permitted successors or assigns, the “Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Holder is entitled, at any time or from time to time beginning from [●], 20233 20[__] (the “Commencement Exercise Date”)) [THE DATE THAT IS 180 DAYS AFTER THE EFFECTIVE DATE OF THE OFFERING], and at or before 5:00 p.m., Eastern time, [●], 20284 20[ ] [DATE THAT IS 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 [●] shares5 (the “Shares”) designated as Class A ordinary share shares of Ordinary Shares of the Company, par value US$0.016 $0.0001 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, New York 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$$[●]6 ] per ShareShare (125% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following Any term not defined herein shall have the date of commencement of sales of meaning ascribed thereto in the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringUnderwriting Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (Fuqin Fintech LTD), Underwriting Agreement (Fuqin Fintech LTD)
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International Capital Limited/in consideration of funds duly paid by or on behalf of The Benchmark Company, LLC] LLC (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise SU Group Holdings Limited, an exempted company incorporated with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Holder is entitled, at any time or from time to time beginning [●]July 23, 20233 2024 (the “Commencement Date”), and ending at or before 5:00 p.m., Eastern time, [●]January 23, 20284 2029, which will be the fifth anniversary of the commencement of sales pursuant to the Company’s Registration Statement on Form F-1 (File No. 333-275705) (such date, the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 62,500 (the “Shares”) designated as Class A ordinary share of the Company’s ordinary shares, par value US$0.016 HK$0.01 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, 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 US$[●]6 $4.00 per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following the date of commencement of sales of the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offering.
Appears in 2 contracts
Samples: Underwriting Agreement (SU Group Holdings LTD), SU Group Holdings LTD
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International in consideration of funds duly paid by or on behalf of Aegis Capital Limited/The Benchmark Company, LLC] Corp. (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedAlcobra Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands a Israeli corporation (the “Company”), Holder is entitled, at any time or from time to time beginning from time to time, in whole or in part, during a period commencing one year (the “First Anniversary”) from [●], 20233 _______________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●], 20284 (the “Expiration Date”), but not thereafter, ) to subscribe for, purchase and receive, in whole or in part, up to an aggregate of [●____] shares5 (the “Shares”) designated as Class A ordinary share of the Companyshares, par value US$0.016 NIS 0.01 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified, as follows: (i) one third of this Purchase Warrant will have an exercise period of 12 months beginning on the First Anniversary, at an initial exercise price per Ordinary Share of $[•] [150.0% of the initial public offering price per share of ordinary share]; (ii) one third of this Purchase Warrant will have an exercise period of 18 months beginning on the First Anniversary, at an initial exercise price per Ordinary Share of $[•] [200.0% of the initial public offering price per share of ordinary share]; and (iii) one third of this Purchase Warrant will have an exercise period of 24 months beginning on the First Anniversary, at an initial exercise price per share of Ordinary Share of $[•], [250.0% of the initial public offering price per share of ordinary share] (each an ”Expiration Date”), provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. If the an applicable Expiration Date is a day on which banking institutions in New York, 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 applicable Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at US$[●]6 per Share; provided, however, that upon the occurrence of any of the events specified in Section 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 mean, as the case maybe, the applicable initial exercise price prices or the adjusted applicable exercise priceprices, depending on the context. 1 Date that is 180 days following the date of commencement of sales of the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offering.
Appears in 2 contracts
Samples: Underwriting Agreement (Alcobra Ltd.), Alcobra Ltd.
Purchase Warrant. THIS CERTIFIES THAT, for value receivedin consideration of funds duly paid by or on behalf of EX Xxxxxx, [CMB International Capital Limited/The division of Benchmark CompanyInvestments, LLC] LLC (“Holder”), as registered owner of this Purchase WarrantWarrant Yoshiharu Global Co., to DDC Enterprise Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time beginning from [ ] [●], 20233 DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [ ] [●], 20284 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 [●[ ] shares5 (the “Shares”) designated as shares of Class A ordinary share common stock of the Company, par value US$0.016 $0.0001 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, 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 US$[●]6 $[ ] per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following The term “Effective Date” shall mean [ ], 2022, the date of commencement of sales on which the Registration Statement on Form S-1 (File No. 333- [ ]) of the offering. 2 Date that is five years from Company was declared effective by the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringSecurities and Exchange Commission.
Appears in 2 contracts
Samples: Underwriting Agreement (Yoshiharu Global Co.), Underwriting Agreement (Yoshiharu Global Co.)
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International Capital Limited/The Benchmark Company, LLC] in consideration of funds duly paid by or on behalf of Xxxxxxxxx Xxxxxxxxxx (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedOdyssey Group International, an exempted company incorporated with limited liability under the laws of the Cayman Islands Inc., a Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time beginning [●]from August 6, 20233 2020 (the “Commencement Effective Date”), and at or before 5:00 p.m., Eastern time, [●]August 6, 20284 2024 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 220,000 shares (the “Shares”) designated as Class A ordinary share of common stock of the Company, par value US$0.016 $0.001 per share (the “Class A Ordinary SharesCommon Stock”), subject to adjustment as provided in Section 5 6 hereof. The total Shares issuable pursuant to all Purchase Warrants is referred to herein as the “Warrant Shares.” If the Expiration Date is a day on which banking institutions in New York, 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 US$[●]6 $0.01 per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following the date of commencement of sales of the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offering.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Odyssey Group International, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International in consideration of funds duly paid by or on behalf of Aegis Capital Limited/The Benchmark Company, LLC] Corp. (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedVolcon, an exempted company incorporated with limited liability under the laws of the Cayman Islands Inc., a Delaware corporation (the “”Company”), Holder is entitled, at any time or from time to time beginning [●]March 15, 20233 2024 (the “”Commencement Date”), and at or before 5:00 p.m., Eastern time, [●]on September 15, 20284 2028, the date which is no more than five years from the commencement of sales (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 (the “Shares”) designated as Class A ordinary share 280,000 shares of common stock of the Company, par value US$0.016 $0.00001 per share (the “Class A Ordinary ”Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is not a day on which banking institutions in New York, New York 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 US$[●]6 $0.625 per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date , and the term “Business Day” shall mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the United States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that is 180 days following the date Federal Reserve Bank of commencement 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 sales physical location at the direction of any governmental authority if the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Companybank’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringelectronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
Appears in 1 contract
Samples: Volcon, Inc.
Purchase Warrant. THIS CERTIFIES THAT, for value receivedpursuant to that certain Selling Agency Agreement by and between Imperial Garden & Resort, Inc., a British Virgin Islands company(the “Company”), on one hand, and Network 1 Financial Securities, Inc. (the “Selling Agent”), on the other hand, dated [●], 2017 (the “Selling Agency Agreement”), [CMB International Capital Limited/The Benchmark Company, LLC●] (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Holder is entitled, at any time or from time to time beginning from [●], 20233 20[__] (the “Commencement Exercise Date”), the date that is 180 days after the closing date of the Offering (the “Effective Date”), and at or before 5:00 p.m., Eastern time, on [●], 20284 2020 (the “Expiration Date”)Date”)1, but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 (the “Shares”) designated as Class A such number of ordinary share shares of the Company, no par value US$0.016 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 “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, 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 US$[●]6 $6.25 per ShareShare (125% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following Capitalized terms not defined herein shall have the date of commencement of sales of meaning ascribed to them in the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringSelling Agency Agreement.
Appears in 1 contract
Samples: Selling Agency Agreement (Imperial Garden & Resort, Inc.)
Purchase Warrant. THIS AMENDMENT CERTIFIES THAT, for value receivedin consideration of funds previously duly paid to Aytu BioScience, Inc., a Delaware Corporation (the “Company”) by or on behalf of [CMB International Capital Limited/The Benchmark Company, LLC_____] (“Holder”), as registered owner of this Amended and Restated Purchase Warrant (this “Purchase Warrant, to DDC Enterprise Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), which amends and restates the Common Stock Purchase Warrant issued to Holder on October 27, 2016, Holder is entitled, at any time or from time to time beginning [●]from October 27, 20233 2017 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●]October 27, 20284 2021 (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●_____] shares5 (the “Shares”) designated as Class A ordinary share shares of common stock of the Company, par value US$0.016 $0.0001 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, 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 US$[●]6 $0.75 per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following the date of commencement of sales of the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offering.
Appears in 1 contract
Samples: Aytu Bioscience, Inc
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International Capital Limited/in consideration of funds duly paid by or on behalf of The Benchmark Company, LLC] LLC (“Holder” or “Benchmark”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedNano Nuclear Energy, an exempted company incorporated with limited liability under the laws of the Cayman Islands Inc., a Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time beginning [●], 20233 2024 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●], 20284 2029 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 shares (the “Warrant Shares”) designated as Class A ordinary share of the Companycommon stock, par value US$0.016 $0.0001 per share (the “Class A Ordinary SharesCommon Stock”)) of the Company, subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is not a day on which banking institutions in New York, New York are authorized by law to closebusiness day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a business day in accordance with the terms herein. During the period commencing on the Commencement Date and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This The Exercise Price of this Purchase Warrant is initially exercisable at US$$[●]6 ] [insert 125% of public offering price] per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Warrant 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. 1 Date The term “business day” shall mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the United States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that is 180 days following the date Federal Reserve Bank of commencement 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 sales physical location at the direction of any governmental authority if the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Companybank’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringelectronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
Appears in 1 contract
Samples: Nano Nuclear Energy Inc.
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International Capital Limited/The Benchmark Company, LLC] in consideration of funds duly paid by or on behalf of A.G.P./Alliance Global Partners (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedXortx Therapeutics, an exempted Inc., a company incorporated with limited liability organized under the laws of the Cayman Islands British Columbia (the “Company”), Holder is entitled, at any time or from time to time beginning from [●__], 20233 2021 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●__], 20284 2026 (the date that is five (5) years following the Effective Date, the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●__] shares5 common shares (the “Shares”) designated as Class A ordinary share of the Company, no par value US$0.016 per share (the “Class A Ordinary Common Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, 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 US$$[●]6 ___] per ShareShare1; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 For the avoidance of doubt, this Purchase Warrant will be exercisable at any time, and from time to time, in whole or in part, from the Commencement Date that is 180 days following (as defined in the date of commencement of sales of the offering. 2 Date that is Underwriting Agreement (as defined below)), which period shall not extend further than five (5) years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Effective Date that is five years from the date of commencement of sales of the offeringin compliance with FINRA Rule 5110(f)(2)(G)(i).
Appears in 1 contract
Samples: XORTX Therapeutics Inc.
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International in consideration of funds duly paid by or on behalf of Aegis Capital Limited/The Benchmark Company, LLC] Corp. (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedLAFAYETTE ENERGY CORP, an exempted company incorporated with limited liability under the laws of the Cayman Islands a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time beginning [●], 20233 2023 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 20284 2028, the date which is no more than five years from the commencement of sales under the Offering (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 (the “Shares”) designated as Class A ordinary share shares of common stock of the Company, $0.0001 par value US$0.016 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is not a day on which banking institutions in New York, New York 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 US$$[●]6 ] per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date , and the term “Business Day” shall mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the United States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that is 180 days following the date Federal Reserve Bank of commencement 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 sales physical location at the direction of any governmental authority if the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Companybank’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringelectronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
Appears in 1 contract
Samples: Lafayette Energy Corp.
Purchase Warrant. THIS CERTIFIES THAT, for value received, in consideration of funds duly paid by or on behalf of [CMB International Capital Limited/The Benchmark Company, LLC·] (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedManhattan Bridge Capital, an exempted company incorporated with limited liability under the laws of the Cayman Islands Inc., a New York corporation (the “Company”), Holder is entitled, at any time or from time to time beginning [●]from August 9, 20233 2017 (the one-year anniversary of the effective date of the Offering, the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●]August 9, 20284 2021 (the five-year anniversary of the effective date of the Offering, the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●·] shares5 (the “Shares”) designated as Class A ordinary share common shares of the Company, par value US$0.016 $0.001 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, New York are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this the Purchase Warrant. This Purchase Warrant is initially exercisable at US$[●]6 $7.4375 per ShareShare (125% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following the date of commencement of sales of the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offering.
Appears in 1 contract
Samples: Manhattan Bridge Capital, Inc
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International in consideration of funds duly paid by or on behalf of Aegis Capital Limited/The Benchmark Company, LLC] Corp. (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedVolcon, an exempted company incorporated with limited liability under the laws of the Cayman Islands Inc., a Delaware corporation (the “”Company”), Holder is entitled, at any time or from time to time beginning [●], 20233 2024 (the “”Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 20284 2028, the date which is no more than five years from the commencement of sales (the “”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 (the “Shares”) designated as Class A ordinary share shares of common stock of the Company, par value US$0.016 $0.00001 per share (the “Class A Ordinary ”Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is not a day on which banking institutions in New York, New York 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 US$$[●]6 ] per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date , and the term “Business Day” shall mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the United States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that is 180 days following the date Federal Reserve Bank of commencement 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 sales physical location at the direction of any governmental authority if the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Companybank’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringelectronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
Appears in 1 contract
Samples: Volcon, Inc.
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International Capital Limited/The Benchmark Company, LLC] in consideration of funds duly paid by or on behalf of (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedGenprex, an exempted company incorporated with limited liability under the laws of the Cayman Islands Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time beginning from [ ] [●], 20233 DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [ ] [●], 20284 DATE THAT IS FIVE YEARS FROM THE CLOSING DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●[ ] shares5 shares (the “Warrant Shares”) designated as Class A ordinary share of common stock of the Company, par value US$0.016 $0.001 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, 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 US$[●]6 $ per ShareWarrant Share (125% of the price of the shares of common stock sold in the proposed initial public offering of Shares (the “Offering”); provided, however, that upon the occurrence of any of the events specified in Section 5 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Warrant Share and the number of Warrant 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. 1 Date that is 180 days following The term “Effective Date” shall mean the date of commencement of sales of the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or Registration Statement on Form S-1 (File No. 333-219386) is declared effective under the closing date Securities Act of offering of additional shares upon exercise of the over-allotment option1933, as applicable. 4 Date that is five years from amended (the date of commencement of sales of “Securities Act”) by the offeringU.S. Securities and Exchange Commission (the “Commission”).
Appears in 1 contract
Samples: Genprex, Inc.
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International in consideration of funds duly paid by or on behalf of Noble Financial Capital Limited/The Benchmark Company, LLC] Markets. (“"Holder”"), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedPetroShare Corp., an exempted company incorporated with limited liability under the laws of the Cayman Islands a Colorado corporation (the “"Company”"), Holder is entitled, at any time or from time to time beginning from [ ] [●], 20233 DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “"Commencement Date”"), and until at or before 5:00 p.m., Eastern time, [ ] [●], 20284 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 [●] shares5 (the “Shares”) designated as Class A ordinary share [ ]1 shares of common stock of the Company, par value US$0.016 $0.001 per share (the “Class A Ordinary "Shares”"), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, 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 US$[●]6 $[ ] per ShareShare2; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following The term "Effective Date" shall mean [ ], the date of commencement of sales on which the post-effective amendment to the Registration Statement on Form S-1 (File No. 333-198881) of the offering. 2 Date that is five years from Company was declared effective by the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringSecurities and Exchange Commission.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International in consideration of funds duly paid by or on behalf of Aegis Capital Limited/The Benchmark Company, LLC] Corp. (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedImpact BioMedical Inc., an exempted a company incorporated with limited liability under the laws law of the Cayman Islands State of Nevada (the “Company”), Holder is entitled, at any time or from time to time beginning [●], 20233 2024 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 20284 2029 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 shares of common stock of the Company (the “SharesCommon Stock”) designated as Class A ordinary share of the Company), par value US$0.016 $0.001 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is not a day on which banking institutions in New York, New York 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 US$$[●]6 ] per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date context and the term “Business Day” shall mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the United States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that is 180 days following the date Federal Reserve Bank of commencement 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 sales physical location at the direction of any governmental authority if the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Companybank’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringelectronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
Appears in 1 contract
Samples: Impact Biomedical Inc.
Purchase Warrant. THIS CERTIFIES THAT, for value received, in consideration of funds duly paid by or on behalf of [CMB International Capital Limited/The Benchmark Company, LLC●] (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands China Internet Nationwide Financial Services Inc. a British Virgin Island (the “Company”), Holder is entitled, at any time or from time to time beginning from [●], 20233 ] [DATE OF ISSUANCE] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●], 20284 ] [ 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 [●] shares5 (the “Shares”) designated as Class A ordinary share shares of the Company, par value US$0.016 $0.001 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, 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 US$$4.80 per Share [●120% of the price of the Shares sold in the Offering]6 per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following the date of commencement of sales of the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offering.
Appears in 1 contract
Samples: China SXT Pharmaceuticals, Inc.
Purchase Warrant. THIS CERTIFIES THAT, for value received, in consideration of funds duly paid by or on behalf of [CMB International Capital Limited/The Benchmark Company, LLC●] (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedHyreCar Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time beginning from [●], 20233 ] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OR COMMENCEMENT OF SALES OF THE PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●], 20284 [DATE THAT IS FIFTH ANNIVERSARY DATE OF EFFECTIVE DATE] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 shares (the “Warrant Shares”) designated as Class A ordinary share of common stock of the Company, par value US$0.016 $0.00001 per share (the “Class A Ordinary SharesCommon Stock”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, 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 US$$ [●]6 ] per ShareWarrant Share (125% of the price of the shares of Common Stock sold in the proposed initial public offering (the “Offering”); provided, however, that upon the occurrence of any of the events specified in Section 5 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Warrant Share and the number of Warrant 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. 1 Date that is 180 days following The term “Effective Date” means [●], the date of commencement of sales of the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or Registration Statement on Form S-1 (File No: 333- 225157) (the closing date “Registration Statement”) was declared effective under the Securities Act of offering of additional shares upon exercise of the over-allotment option1933, as applicable. 4 Date that is five years from amended (the date of commencement of sales of “Securities Act”), by the offeringU.S. Securities and Exchange Commission (the “Commission”).
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International Capital Limited/The Benchmark Company, LLC] in consideration of funds duly paid by or on behalf of XX Xxxxxx LLC (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedZhibao Technology Inc., an a Cayman Islands exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Holder is entitled, at any time or from time to time beginning [●]from September 25, 20233 2024 (the “Commencement Date”), and at or before 5:00 p.m.5:00p.m., Eastern time, [●]March 29, 20284 2029 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 75,000 Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”) of the Company (the “Shares”) designated as Class A ordinary share of the Company, par value US$0.016 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is not a day on which banking institutions in New York, New York are authorized by law to closeBusiness Day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms hereinBusiness Day. During the period commencing on the Commencement Date and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at US$[●]6 $4.40 per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date The term “Business Day” shall mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the United States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that is 180 days following the date Federal Reserve Bank of commencement 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 sales physical location at the direction of any governmental authority if the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Companybank’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringelectronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International Capital Limited/in consideration of funds duly paid by or on behalf of The Benchmark Company, LLC] Company LLC (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedWiMi Hologram Cloud, an exempted company incorporated with limited liability under Inc., a corporation governed by the laws of the Cayman Islands (the “Company”), Holder is entitled, at any time or from time to time beginning from [●], 20233 20[●] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●], 20284 20[●], which will be the five-year anniversary of the effective date of the Company’s Form F-1 registration statement (File No.333-[●]) (such date, the “Effective Date”) (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 (the “Shares”) designated as Class A B ordinary share shares of the Company, par value US$0.016 per share $0.0001 (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof, represented by [●] American Depositary Shares (the “ADSs”), each [●] Shares representing one (1) ADS, subject to adjustment hereunder (the “Warrant ADSs”). If the Expiration Date is a day on which banking institutions in New York, 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 US$$[●]6 2 per ShareWarrant ADS; provided, however, that upon the occurrence of any of the events specified in Section 5 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share Warrant 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. 1 Date that is 180 days following the date of commencement of sales of the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offering.
Appears in 1 contract
Samples: Underwriters’ Warrant Agreement (WiMi Hologram Cloud Inc.)
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International Capital Limited/The Benchmark Company, LLC] in consideration of funds duly paid by or on behalf of the undersigned holder hereof (“Holder”), as registered owner of this Common Stock Purchase Warrant (the “Purchase Warrant”), to DDC Enterprise LimitedUnique Fabricating, an exempted company incorporated with limited liability under the laws of the Cayman Islands Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time beginning [●]from October 8, 20233 2022 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●]October 7, 20284 2027 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●__________] shares5 (the “Shares”) designated as Class A ordinary share shares of the Company, par value US$0.016 $0.001 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 hereof. This Purchase Warrant will not be exercisable more than five years from the date of issuance of this Purchase Warrant. If the Expiration Date is a day on which banking institutions in New York, 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 US$[●]6 an exercise price of $0.52 per Share; , provided, however, that upon the occurrence of any of the events specified in Section 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. 1 Date that is 180 days following the date of commencement of sales of the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offering.
Appears in 1 contract
Samples: Unique Fabricating, Inc.
Purchase Warrant. THIS CERTIFIES THAT, for value receivedin consideration of funds duly paid by or on behalf of Revere Securities, [CMB International Capital Limited/The Benchmark Company, LLC] LLC (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedFxxxxx Corporation, an a Cayman Islands exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Holder is entitled, at any time or from time to time beginning from [●], 20233 [DATE OF COMMENCMENT OF SALES OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●], 20284 [DATE THAT IS FIVE YEARS FROM THE DATE OF COMMENCMENT OF SALES OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 (the “Shares”) designated as Class A ordinary share ]shares of common stock of the Company, par value US$0.016 $0.00001 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, 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 US$$[●]6 ] per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following The term “Effective Date” shall mean [●], 2022, the date of commencement of sales on which the Registration Statement on Form F-1 (File No. [●]) of the offering. 2 Date that is five years from Company was declared effective by the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringSecurities and Exchange Commission.
Appears in 1 contract
Samples: Underwriting Agreement (Fitell Corp)
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International Capital Limited/in consideration of funds duly paid by or on behalf of The Benchmark Company, LLC] LLC (“Holder” or “Benchmark”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedNano Nuclear Energy, an exempted company incorporated with limited liability under the laws of the Cayman Islands Inc., a Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time beginning [●]May 10, 20233 2024 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●]May 10, 20284 2029 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 179,375 shares (the “Warrant Shares”) designated as Class A ordinary share of the Companycommon stock, par value US$0.016 $0.0001 per share (the “Class A Ordinary SharesCommon Stock”)) of the Company, subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is not a day on which banking institutions in New York, New York are authorized by law to closebusiness day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a business day in accordance with the terms herein. During the period commencing on the Commencement Date and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This The Exercise Price of this Purchase Warrant is initially exercisable at US$[●]6 $5.00 per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Warrant 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. 1 Date The term “business day” shall mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the United States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that is 180 days following the date Federal Reserve Bank of commencement 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 sales physical location at the direction of any governmental authority if the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Companybank’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringelectronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
Appears in 1 contract
Samples: Nano Nuclear Energy Inc.
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International Capital Limited/in consideration of funds duly paid by or on behalf of The Benchmark Company, LLC] , a New York limited liability company (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise Jayud Global Logistics Limited., an a Cayman Islands exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Holder is entitled, at any time or from time to time beginning [●]___________, 20233 2023 (the “Commencement Date”), and ending at or before 5:00 p.m., Eastern time, [●]___________, 20284 2028, which will be the fifth anniversary of the effective date of the Company’s Form F-1 registration statement (File No. 333-269871) (such date, the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up such number of Class A ordinary shares equal to [●] shares5 three (3%) of the “Shares”) designated as total number of Class A ordinary shares sold in this offering (including any Class A ordinary share sold pursuant to the exercise of the Companyover-allotment option, par value US$0.016 $0.0001 per share share), (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, New York are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at US$[●]6 per Shareshall have an exercise price equal to 100% of the offering price of the Class A ordinary shares sold to investors in this offering and may be exercised on a cashless basis; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following Notwithstanding anything to the date of commencement of sales of the offering. 2 Date that is contrary herein, this Purchase Warrant will not be exercisable or convertible more than five years from the date of commencement of sales of the offering. 3 The date that is the closing date of under the Company’s initial public offering, or offering pursuant to the closing date of offering of additional shares upon exercise of the overCompany’s Registration Statement on Form F-1 (No. 333-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offering269871).
Appears in 1 contract
Samples: Jayud Global Logistics LTD
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International in consideration of funds duly paid by or on behalf of Aegis Capital Limited/The Benchmark Company, LLC] Corp. (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedRail Vision Ltd., an exempted Israeli company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Holder is entitled, at any time or from time to time beginning [●], 20233 2022 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 20284 2027 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 (the “Shares”) designated as Class A ordinary share shares of the Company, par value US$0.016 NIS 0.01 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is not a day on which banking institutions in New York, New York 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 US$$[●]6 ] per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date , and the term “Business Day” shall mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the United States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that is 180 days following the date Federal Reserve Bank of commencement 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 sales physical location at the direction of any governmental authority if the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Companybank’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringelectronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
Appears in 1 contract
Samples: Rail Vision Ltd.
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International Capital Limited/The Benchmark Company, LLC] in consideration of funds duly paid by or on behalf of A.G.P./Alliance Global Partners (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedShiftPixy, an exempted company incorporated with limited liability under the laws of the Cayman Islands Inc., a Wyoming corporation (the “Company”), Holder is entitled, at any time or from time to time beginning [●from [ ], 20233 2021 (the six month anniversary of the Effective Date, the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●[ ], 20284 2026 (the date that is 5 years following the Effective Date, the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●[ ] shares5 shares (the “Shares”) designated as Class A ordinary share of common stock of the Company, par value US$0.016 $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, 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 US$[●]6 $[ ] per ShareShare1; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 For the avoidance of doubt, this Purchase Warrant will be exercisable at any time, and from time to time, in whole or in part, during the period commencing six (6) months from the Effective Date that is 180 days following (as defined in the date of commencement of sales of the offering. 2 Date that is Underwriting Agreement (as defined below)), which period shall not extend further than five (5) years from the date of commencement of sales Effective Date in compliance with FINRA Rule 5110(f)(2)(G)(i). 1 110% of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringprice.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, for value receivedin consideration of funds duly paid by or on behalf of XX Xxxxxx, [CMB International Capital Limited/The division of Benchmark CompanyInvestments, LLC] LLC (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedOnfolio Holdings Inc., an exempted company incorporated a Delaware corporation (collectively with limited liability under its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the laws of the Cayman Islands Registration Statement as being subsidiaries (the “Company”), Holder is entitled, at any time or from time to time beginning from February 22, 2023 [●], 20233 DATE THAT IS SIX MONTHS FROM THE DATE OF THE COMMENCEMENT OF SALES OF THE PUBLIC SECURITIES IN THIS INITIAL PUBLIC OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, August 25, 2027 [●], 20284 DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THIS OFFERING] (the “Expiration Date”), but not thereafter, to subscribe forrfoecr, purchase and receiveepivuer, in whole chinaswe haonlde or in part, up to [●] shares5 82,6131 common stocks of the Company (the “Shares”) designated as Class A ordinary share of the Company, par value US$0.016 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, 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 US$[●]6 a price of $5.50 per Share; Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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 $5.50 per Share (equal to 110% of the initial public offering price) or the adjusted exercise price, depending on the context. 1 Date that is 180 days following The term “Effective Date” shall mean August 25, 2022, the date of commencement of sales on which the Registration Statement on Form S•1 (File No. 333•264191) of the offering. 2 Date that is five years from Company (“Registration Statement”) was declared effective by the date of commencement of sales of Securities and Exchange Commission (the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offering“Commission”).
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International in consideration of funds duly paid by or on behalf of Aegis Capital Limited/The Benchmark Company, LLC] Corp. (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedImpact BioMedical Inc., an exempted a company incorporated with limited liability under the laws law of the Cayman Islands State of Nevada (the “Company”), Holder is entitled, at any time or from time to time beginning [●], 20233 2023 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 20284 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 shares of common stock of the Company (the “SharesCommon Stock”) designated as Class A ordinary share of the Company), par value US$0.016 $0.001 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is not a day on which banking institutions in New York, New York 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 US$$[●]6 ] per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date context and the term “Business Day” shall mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the United States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that is 180 days following the date Federal Reserve Bank of commencement 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 sales physical location at the direction of any governmental authority if the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Companybank’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringelectronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
Appears in 1 contract
Samples: Impact Biomedical Inc.
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International Capital Limited/in consideration of funds duly paid by or on behalf of The Benchmark Company, LLC] LLC (“Holder” or “Benchmark”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedNano Nuclear Energy, an exempted company incorporated with limited liability under the laws of the Cayman Islands Inc., a Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time beginning [●January [ ], 20233 2025 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●July [ ], 20284 2029 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●[ ] shares5 shares (the “Warrant Shares”) designated of common stock included as Class A ordinary part of the unit (consisting of one (1) share of the Companycommon stock and a warrant to purchase up to one-half (0.5) of a share of common stock), par value US$0.016 $0.0001 per share (the “Class A Ordinary SharesCommon Stock”)) of the Company, subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is not a day on which banking institutions in New York, New York are authorized by law to closebusiness day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a business day in accordance with the terms herein. During the period commencing on the Commencement Date and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This The Exercise Price of this Purchase Warrant is initially exercisable at US$[●]6 $[ ] per Share, equal to 125% of offering price of the units sold in the offering; provided, however, that upon the occurrence of any of the events specified in Section 5 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Warrant Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as provided for above or the adjusted exercise price, depending on the context. 1 Date The term “business day” shall mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the United States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that is 180 days following the date Federal Reserve Bank of commencement 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 sales physical location at the direction of any governmental authority if the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Companybank’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringelectronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
Appears in 1 contract
Samples: Nano Nuclear Energy Inc.
Purchase Warrant. THIS CERTIFIES THAT, for value receivedpursuant to that certain Subscription Agreement by and between FibroBiologics, [CMB International Capital Limited/The Benchmark CompanyInc., LLC] (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands a Delaware corporation (the “Company”) and ___ (“Holder”) dated ___ (the “Subscription Agreement”), Holder and its assignees, as registered holders of this purchase warrant (“Purchase Warrant”), is entitled, at any time or from time to time beginning [●], 20233 from the Public Listing Date (the “Commencement Effective Date”), and at or before 5:00 p.m., Eastern time, [●], 20284 on the date that is three years from the Effective Date (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 (the “Shares”) designated as Class A ordinary share ___ shares of the Companycommon stock, par value US$0.016 $0.00001 per share share, of the Company (the “Class A Ordinary SharesCommon Stock”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, New York are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at US$[●]6 $20.00 per Shareshare of Common Stock; provided, however, that upon the occurrence of any of the events specified in Section 5 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 hereof, depending on the context. 1 Date that is 180 days following The term “Public Listing Date” shall mean the date of commencement of sales first day on which the Common Stock trades on the principal U.S. securities exchange or trading market, including but not limited to any tier of the offering. 2 Date that is five years from Nasdaq Stock Market or the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offeringNYSE, or any successor to such markets. Capitalized terms used and not defined herein shall have the closing date of offering of additional shares upon exercise of meanings ascribed to them in the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringSubscription Agreement.
Appears in 1 contract
Samples: FibroBiologics, Inc.
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International in consideration of funds duly paid by or on behalf of Alexander Capital Limited/The Benchmark Company, LLC] LP (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedSOBR Safe, an exempted company incorporated with limited liability under the laws of the Cayman Islands Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time beginning from [●], 20233 ________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●], 20284 ____________] [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 [●__] shares5 (the “Shares”) designated as Class A ordinary share shares of common stock of the Company, par value US$0.016 $0.00001 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, 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 US$$[●]6 __] per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following The term “Effective Date” shall mean [ ], 2022, the date of commencement of sales on which the Registration Statement on Form S-1 (File No. 333-260681 ) of the offering. 2 Date that is five years from Company was declared effective by the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringSecurities and Exchange Commission.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International in consideration of funds duly paid by or on behalf of Aegis Capital Limited/The Benchmark Company, LLC] Corp. (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedParaZero Technologies Ltd., an exempted Israeli company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Holder is entitled, at any time or from time to time beginning [●], 20233 2022 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 20284 2027 (the “Expiration Date”), but not thereafterthereafter in compliance with FINRA Rule 5110(g)(8)(A), to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 (the “Shares”) designated as Class A ordinary share shares of the Company, par value US$0.016 NIS 0.02 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is not a day on which banking institutions in New York, New York 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 US$$[●]6 ] per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date , and the term “Business Day” shall mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the United States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that is 180 days following the date Federal Reserve Bank of commencement 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 sales physical location at the direction of any governmental authority if the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Companybank’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringelectronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
Appears in 1 contract
Samples: ParaZero Technologies Ltd.
Purchase Warrant. THIS CERTIFIES THAT, for value receivedpursuant to that certain Underwriting Agreement by and between ZK International Group Co., Ltd., a British Virgin Islands company(the “Company”), on one hand, and Boustead Securities, LLC (the “Underwriter”), on the other hand, dated [●], 2017 (the “Underwriting Agreement”), [CMB International Capital Limited/The Benchmark Company, LLC●] (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Holder is entitled, at any time or from time to time beginning from [●], 20233 20[__] (the “Commencement Exercise Date”), the date that is 180 days after the closing date of the Offering (the “Effective Date”), and at or before 5:00 p.m., Eastern time, on [●], 20284 2022 (the “Expiration Date”)Date”)1, but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 (the “Shares”) designated as Class A such number of ordinary share shares of the Company, no par value US$0.016 per share as equates to seven percent (7%) of the gross amount raised during the Offering divided by $5.00, being the subscription price per ordinary share in the Offering (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, New York are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at US$[●]6 $5.00 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 5 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. 1 Date that is 180 days following Capitalized terms not defined herein shall have the date of commencement of sales of meaning ascribed to them in the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringUnderwriting Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (ZK International Group Co., Ltd.)
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International in consideration of funds duly paid by or on behalf of Aegis Capital Limited/The Benchmark Company, LLC] Corp. (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedEastside Distilling, an exempted company incorporated with limited liability under the laws of the Cayman Islands Inc., a Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time beginning from [●], 20233 ________________] [date that is one year from the effective date of the offering] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●], 20284 ____________] [date that is four years from the Commencement Date] (the “Expiration Date”), but not thereafterbefore the Commencement Date or after the Expiration Date, to subscribe for, purchase and receive, in whole or in part, up to [●____] shares5 (the “Shares”) designated as Class A ordinary share shares of common stock of the Company, par value US$0.016 $0.0001 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, 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 US$$[●___] per Share [110% of the price of the Shares sold in the Offering]6 per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following the date of commencement of sales of the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offering.
Appears in 1 contract
Samples: Eastside Distilling, Inc.
Purchase Warrant. THIS CERTIFIES THAT, for value receivedpursuant to that certain Underwriting Agreement by and between Mingteng International Corporation Inc., [CMB International Capital Limited/The Benchmark Company, LLC] (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise Limited, an a Cayman Islands exempted company incorporated with limited liability under the laws of the Cayman Islands (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 beginning from [●], 20233 202[●] (the “Commencement Initial Exercise 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$0.00001 par value per share (the “Ordinary Shares”), and at or before 5:00 p.m., Eastern time, on [●], 20284 202[●] (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 [●] shares5 ]2 Ordinary Shares (the “Shares”equal to five (5.0%) designated as Class A ordinary share percent of the Company, par value US$0.016 per share (Ordinary Shares sold in the “Class A Ordinary Shares”offering including any exercise of the overallotment option), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, New York are authorized by law to close, then In no event shall this Purchase Warrant may be exercised on the next succeeding day exercisable after [●], 2027, which is not such a day the date that is five (5) years from the date of the commencement of the sales of the Ordinary Shares in accordance with the terms hereinCompany’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 US$$[●]6 3 per Share; Ordinary Share provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following Capitalized terms not defined herein shall have the date of commencement of sales of meaning ascribed to them in the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringUnderwriting Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Mingteng International Corp Inc.)
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International in consideration of funds duly paid by or on behalf of Aegis Capital Limited/The Benchmark Company, LLC] Corp. or its assigns (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedAdial Pharmaceuticals, an exempted company incorporated with limited liability under the laws of the Cayman Islands Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time beginning from [●·], 20233 2018 (the one-year anniversary of the effective date of the Offering, the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●·], 20284 2022 (the five-year anniversary of the effective date of the Offering, the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●·] shares5 (the “Shares”) designated as Class A ordinary share shares of common stock of the Company, par value US$0.016 $0.001 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, 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 the Purchase Warrant. This Purchase Warrant is initially exercisable at US$$[●]6 ·] per ShareShare (125% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following the date of commencement of sales of the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offering.
Appears in 1 contract
Samples: ADial Pharmaceuticals, L.L.C.
Purchase Warrant. THIS CERTIFIES THAT, for value received, in consideration of funds duly paid by or on behalf of [CMB International Capital Limited/The Benchmark Company, LLC●] (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedChina Xiangtai Food Co., an Ltd, a Cayman Islands exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Holder is entitled, at any time or from time to time beginning from [●], 20233 ] [DATE OF ISSUANCE] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●], 20284 ] [ DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 (the “Shares”) designated as Class A ordinary share shares of the Company, with a par value US$0.016 $0.01 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, 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 US$[●]6 $5.00 per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following the date of commencement of sales of the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offering.
Appears in 1 contract
Samples: China Xiangtai Food Co., Ltd.
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International Capital Limited/The Benchmark Company, LLC] in consideration of funds duly paid by or on behalf of A.G.P. (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedOdyssey Group International, an exempted company incorporated with limited liability under the laws of the Cayman Islands Inc., a Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time beginning [●]from August 6, 20233 2020 (the “Commencement Effective Date”), and at or before 5:00 p.m., Eastern time, [●]August 6, 20284 2024 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 220,000 shares (the “Shares”) designated as Class A ordinary share of common stock of the Company, par value US$0.016 $0.001 per share (the “Class A Ordinary SharesCommon Stock”), subject to adjustment as provided in Section 5 6 hereof. The total Shares issuable pursuant to all Purchase Warrants is referred to herein as the “Warrant Shares.” If the Expiration Date is a day on which banking institutions in New York, 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 US$[●]6 $0.01 per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following the date of commencement of sales of the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offering.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Odyssey Group International, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, for value receivedpursuant to that certain Underwriting Agreement by and between Li Bang International Corporation Inc., [CMB International Capital Limited/The Benchmark Company, LLC] (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise Limited, an a Cayman Islands exempted company incorporated with limited liability under the laws of the Cayman Islands (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 beginning from [●], 20233 202[●] (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 [●], 20284 202[●] (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 [●] shares5 Ordinary Shares (the “Shares”equal to six (6.0%) designated as Class A ordinary share percent of the Company, par value US$0.016 per share (Ordinary Shares sold in the “Class A Ordinary Shares”offering including any exercise of the overallotment option), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, New York 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. 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 US$$[●]6 ] per ShareOrdinary Share (120% 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 5 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. 1 Date that is 180 days following Capitalized terms not defined herein shall have the date of commencement of sales of meaning ascribed to them in the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringUnderwriting Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Li Bang International Corp Inc.)
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International in consideration of funds duly paid by or on behalf of Aegis Capital Limited/The Benchmark Company, LLC] Corp. (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedThe Singing Machine Company, an exempted Inc. a Delaware company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Holder is entitled, at any time or from time to time beginning [●], 20233 2022 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, on [●], 20284 2027 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 (the “Shares”) designated as Class A ordinary share shares of common stock of the Company, $0.01 par value US$0.016 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is not a day on which banking institutions in New York, New York 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 US$$[●]6 ] per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date , and the term “Business Day” shall mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the United States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that is 180 days following the date Federal Reserve Bank of commencement 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 sales physical location at the direction of any governmental authority if the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Companybank’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringelectronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
Appears in 1 contract
Samples: Singing Machine Co Inc
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International Capital Limited/in consideration of funds duly paid by or on behalf of The Benchmark Company, LLC] LLC (“Holder” or “Benchmark”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedNANO Nuclear Energy Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands a Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time beginning [●]January 15, 20233 2025 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●]July 15, 20284 2029 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 63,000 shares (the “Warrant Shares”) designated of common stock included as Class A ordinary part of the unit (consisting of one (1) share of the Companycommon stock and a warrant to purchase up to one-half (0.5) of a share of common stock), par value US$0.016 $0.0001 per share (the “Class A Ordinary SharesCommon Stock”)) of the Company, subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is not a day on which banking institutions in New York, New York are authorized by law to closebusiness day, then this Purchase Warrant may be exercised on the next succeeding day which is not such a business day in accordance with the terms herein. During the period commencing on the Commencement Date and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This The Exercise Price of this Purchase Warrant is initially exercisable at US$[●]6 $25.00 per Share, equal to 125% of offering price of the units sold in the offering; provided, however, that upon the occurrence of any of the events specified in Section 5 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Warrant Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as provided for above or the adjusted exercise price, depending on the context. 1 Date The term “business day” shall mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the United States or any day on which the Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that is 180 days following the date Federal Reserve Bank of commencement 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 sales physical location at the direction of any governmental authority if the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Companybank’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringelectronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
Appears in 1 contract
Samples: Nano Nuclear Energy Inc.
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International Capital Limited/The Benchmark Company, LLC] in consideration of funds duly paid by or on behalf of A.G.P./Alliance Global Partners (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedShiftPixy, an exempted company incorporated with limited liability under the laws of the Cayman Islands Inc., a Wyoming corporation (the “Company”), Holder is entitled, at any time or from time to time beginning from [●_____], 20233 2020 (the six months anniversary of the Effective Date, the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●_____], 20284 2025 (the date that is 5 years commencing six months following the Effective Date, the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●____] shares5 shares (the “Shares”) designated as Class A ordinary share of common stock of the Company, par value US$0.016 $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, 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 US$$[●]6 ___] per ShareShare1; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 For the avoidance of doubt, this Purchase Warrant will be exercisable at any time, and from time to time, in whole or in part, during the period commencing six (6) months from the Effective Date that is 180 days following (as defined in the date of commencement of sales of the offering. 2 Date that is Underwriting Agreement (as defined below)), which period shall not extend further than five (5) years from the date of commencement of sales Effective Date in compliance with FINRA Rule 5110(f)(2)(G)(i). 1 110% of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringprice.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International good and valuable consideration of funds duly paid by or on behalf of Rxxx Capital Limited/The Benchmark Company, LLC] Partners LLC (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedEastside Distilling, an exempted company incorporated with limited liability under the laws of the Cayman Islands Inc., a Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time beginning from [●], 20233 ________________] [date that is one year from the effective date of the offering] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●], 20284 ____________] [date that is four years from the Commencement Date] (the “Expiration Date”), but not thereafterbefore the Commencement Date or after the Expiration Date, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 120,000 units (the “SharesUnits”) designated as Class A ordinary of the Company, each unit consisting of one share of the Company’s common stock, par value US$0.016 $0.0001 per share (the “Class Common Stock”) and warrants in the form of Exhibit A Ordinary Sharesattached hereto (the “Warrants”)) to purchase 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 5 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 in New York, 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 US$$[●___] per Unit [120% of the price of the Units sold in the Offering]6 per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following the date of commencement of sales of the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offering.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Eastside Distilling, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, for value receivedgood and valuable consideration, [CMB International Capital Limited/The Benchmark Companythe receipt and sufficiency of which is hereby acknowledged, LLC] XXXXXXX & COMPANY (UK) LTD. (together with any permitted assign hereunder, the “Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Holder is entitled, at any time or from time to time beginning [●]from FEBRUARY 11, 20233 2022 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●]FEBRUARY 11, 20284 2027 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 one hundred eighty-seven thousand five hundred (187,500) shares (the “Shares”) designated as Class A ordinary share of the Companycommon stock, par value US$0.016 $0.0001 per share (the “Class A Ordinary SharesCommon Stock”), of Amesite Inc., a Delaware corporation (the “Company”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, New York are authorized or required by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at US$[●]6 $1.00 per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. This Purchase Warrant is being issued in connection with a public offering of shares of Common Stock pursuant to the Company’s registration statement on Form S-3 (File No.: 333-260666) (the “Offering”). The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. 1 Date that is 180 days following the date of commencement of sales of the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offering.
Appears in 1 contract
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International Capital Limited/The Benchmark Company, LLC] in consideration of funds duly paid by or on behalf of Xxxxx Xxxxxx (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedOdyssey Group International, an exempted company incorporated with limited liability under the laws of the Cayman Islands Inc., a Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time beginning [●]from August 6, 20233 2020 (the “Commencement Effective Date”), and at or before 5:00 p.m., Eastern time, [●]August 6, 20284 2024 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 110,000 shares (the “Shares”) designated as Class A ordinary share of common stock of the Company, par value US$0.016 $0.001 per share (the “Class A Ordinary SharesCommon Stock”), subject to adjustment as provided in Section 5 6 hereof. The total Shares issuable pursuant to all Purchase Warrants is referred to herein as the “Warrant Shares.” If the Expiration Date is a day on which banking institutions in New York, 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 US$[●]6 $0.01 per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following the date of commencement of sales of the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offering.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Odyssey Group International, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International good and valuable consideration of funds duly paid by or on behalf of Rxxx Capital Limited/The Benchmark Company, LLC] Partners LLC (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedEastside Distilling, an exempted company incorporated with limited liability under the laws of the Cayman Islands Inc., a Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time beginning [●]from August 10, 20233 2018 (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [●]August 10, 20284 2022 (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 [●] shares5 120,000 units (the “SharesUnits”) designated as Class A ordinary of the Company, each unit consisting of one share of the Company’s common stock, par value US$0.016 $0.0001 per share (the “Class Common Stock”) and warrants in the form of Exhibit A Ordinary Sharesattached hereto (the “Warrants”)) to purchase 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 5 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 in New York, 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 US$[●]6 $5.40 per ShareUnit; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following the date of commencement of sales of the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offering.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Eastside Distilling, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, for value receivedpursuant to that certain Selling Agency Agreement by and between Imperial Garden & Resort, Inc., a British Virgin Islands company(the “Company”), on one hand, and Network 1 Financial Securities, Inc. (the “Selling Agent”), on the other hand, dated [●], 2017 (the “Selling Agency Agreement”), [CMB International Capital Limited/The Benchmark Company, LLC●] (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Holder is entitled, at any time or from time to time beginning from [●], 20233 20[__] (the “Commencement Exercise Date”), the date that is 180 days after the effective date of the Offering (the “Effective Date”), and at or before 5:00 p.m., Eastern time, on [●], 20284 2020 (the “Expiration Date”)Date”)1, but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares5 (the “Shares”) designated as Class A such number of ordinary share shares of the Company, no par value US$0.016 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 “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, 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 US$[●]6 $6.25 per ShareShare (125% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following Capitalized terms not defined herein shall have the date of commencement of sales of meaning ascribed to them in the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringSelling Agency Agreement.
Appears in 1 contract
Samples: Selling Agency Agreement (Imperial Garden & Resort, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, for value receivedpursuant to that certain Underwriting Agreement by and between BIOAFFINITY TECHNOLOGIES, INC., a Delaware corporation (the “Company”) and WallachBeth Capital, LLC dated [CMB International Capital Limited/The Benchmark Company*], LLC] 2022, as amended (the “Underwriting Agreement”), WallachBeth Capital, LLC (“Holder”)) and its assignees, as registered owner holders of this Purchase Warrant, to DDC Enterprise Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Holder is entitled, at any time or from time to time beginning from [●*], 20233 2022 (the “Commencement Effective Date”), the date that is one hundred and eighty (180) days after the date of the commencement of the sales of the Company’s Common Stock, $0.007 par value per share (the “Common Stock”), and at or before 5:00 p.m., Eastern time, on [●*], 20284 2027 (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 [●*] shares5 (the “Shares”) designated as Class A ordinary share shares of Common Stock of the Company, par value US$0.016 per share Company (equal to two (2.0%) percent of the “Class A Ordinary Shares”Common Stock sold in the Offering including any exercise of the overallotment option), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, 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 (“Purchase Warrant”). This Purchase Warrant is initially exercisable at US$$[●]6 *] per Shareshare of Common Stock (115% 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 5 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. Capitalized terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement. 1 Date that is 180 days following the date of commencement of sales (5%) of the offering. 2 Date that is five years from number of shares of common stock sold in the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringOffering.
Appears in 1 contract
Samples: Underwriting Agreement (bioAffinity Technologies, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, for value received, [CMB International in consideration of funds duly paid by or on behalf of Aegis Capital Limited/The Benchmark Company, LLC] Corp. (“Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise LimitedMarathon Patent Group, an exempted company incorporated with limited liability under the laws of the Cayman Islands Inc., a Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time beginning from [ ] [●], 20233 DATE THAT IS ONE YEAR FROM THE CLOSING DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [ ] [●], 20284 DATE THAT IS FIVE YEARS FROM THE CLOSING DATE OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●[ ] shares5 (the “Shares”) designated as Class A ordinary share shares of the Company’s common stock, $0.0001 par value US$0.016 per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, New York are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at US$[●]6 $0.77 per Share; provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following the date of commencement of sales of the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offering.
Appears in 1 contract
Samples: Placement Agency Agreement (Marathon Patent Group, Inc.)
Purchase Warrant. THIS CERTIFIES THAT, for value receivedpursuant to that certain Underwriting Agreement by and between., Moleculin Biotech, Inc., a Delaware corporation (the “Company”) and Bonwick Capital Partners, LLC (“Bonwick”), as Representative of the several underwriters, dated [CMB International Capital Limited/The Benchmark Company●], LLC] 2015 (the “Underwriting Agreement”), Bonwick (in such capacity with its permitted successors or assigns, the “Holder”), as registered owner of this Purchase Warrant, to DDC Enterprise Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Holder is entitled, at any time or from time to time beginning from [●], 20233 20[__] (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, [●], 20284 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 [●] shares5 (the “Shares”) designated as Class A ordinary share shares of common stock of the Company, par value US$0.016 $[●] per share (the “Class A Ordinary Shares”), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions in New York, New York 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$$[●]6 ] per ShareShare (125.0% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5 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. 1 Date that is 180 days following Any term not defined herein shall have the date of commencement of sales of meaning ascribed thereto in the offering. 2 Date that is five years from the date of commencement of sales of the offering. 3 The date that is the closing date of the Company’s initial public offering, or the closing date of offering of additional shares upon exercise of the over-allotment option, as applicable. 4 Date that is five years from the date of commencement of sales of the offeringUnderwriting Agreement.
Appears in 1 contract