Waiver, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver may be sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FENBO HOLDINGS LIMITED By: Name: Lx Xxx Lxx Xxxxx Title: Chief Executive Officer and Chairman Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX, division of Benchmark Investments, LLC By: Name: Sxx Xxxxxxxxxx Title: Supervisory Principal SCHEDULE 1-A Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Public Offering Price per Option Share: $[●] Underwriting Discount per Firm Share: $[●] Underwriting Discount per Option Share: $[●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [__] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Lock-Up Agreement Lock-Up Agreement __, 2023 EX XXXXXX, division of Benchmark Investments, LLC as Representative of the Underwriters 500 Xxxxxxx Xxxxxx, 00xx Xxxxx New York, New York 10022 Ladies and Gentlemen: The undersigned understands that EX Xxxxxx, division of Benchmark Investments, LLC (the “Representative”) proposes to enter into an Underwriting ...
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, EYEGATE PHARMACEUTICALS, INC By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: Eyegate Pharmaceuticals, Inc.– Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Xxxxxxx From Xxxxxxx Xxxxx Xxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxx Xxxxxxx-Camine Xxxxxx Xxxxxx Ventech SA Innoven Partenaires S.A. Natixis Private Equity Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES ...
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] Number of Option Shares: [*] Public Offering Price per Firm Share: [*] Public Offering Price per Option Share: [*] Underwriting Discount per Firm Share: [*] Underwriting Discount per Option Share: [*] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press Release
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, AMERICAN DG ENERGY INC. By: /s/ Gxxxxxx X. Xxxxxxx Name: Gxxxxxx X. Xxxxxxx Title: Chief Financial Officer Confirmed as of the date first written above, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Head of Investment Banking - Aegis SCHEDULE 1 Underwriter Total Number of Firm Securities to be Purchased Number of Additional Securities to be Purchased if Over-Allotment Option is Fully Exercised Firm Shares Firm Warrants Additional Shares Additional Warrants Aegis Capital Corp 2,650,000 2,650,000 397,500 397,500 SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,650,000 Number of Firm Warrants:2,650,000 Number of Additional Shares: 397,500 Number of Additional Warrants:397,500 Public Offering Price per Share: $1.51 Public Offering Price per Warrant:$0.0001 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 3 List of Lock-Up Parties Cxxxxxx X. Xxxxxxx Jxxx X. Xxxxxxxxxxx Fxxxxxx X. Xxxxxxxxxx Xx Dxxxxx X. Xxxxxxxx Cxxxxxxxx X. Xxxxxxx Jxxx Xxxx Jxxx Xxxxxxxx Gxxxxx X. Xxxxxxxxxxx Bxxxx X. Xxxxxxx Gxxxxxx Xxxxxxx RBC cees Nominees Limited Nettlestone Enterprises Limited In Holdings Corp Frost Gamma Investment Trust SCHEDULE 4 Iroquois Capital Management LH Financial Hxxxxx Bay Capital Crede Capital Dominion Capital Open Field Capital Kingsbrook Partners Empery Asset Management Midsummer Ca...
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLC
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SPLASH BEVERAGE GROUP, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Firm Warrants to be Purchased Number of Additional Option Shares and Accompanying Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital Markets, division of Benchmark Investments, Inc. [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: [__] Number of Firm Warrants: [__] Number of Option Shares: [__] Number of Option Warrants: [__] Public Offering Price per Firm Share and Firm Warrant: $[__] Public Offering Price per Option Share and Option Warrant: $[__] Underwriting Discount per Firm Share and Firm Warrant: $[__] Underwriting Discount per Option Share and Option Warrant: $[__] Underwriting Non-accountable expense allowance per Firm Share and Firm Warrant: $[__] Underwriting Non-accountable expense allowance per Option Share and Option Warrant: $[__] Proceeds to Company per Firm Share and Firm Warrant (before expenses): $[__] Proceeds to Company per Option Share and Option Warrant (before expenses): $[__] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 3 List of...
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FREECAST, INC. By:
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, PHOENIX INDIA ACQUISITION CORP. By: /s/ Name: Xxxxxx Xxxxxx Title: President and Chief Strategy Officer Accepted on the date first above written. XXXXXX & XXXXXXX, LLC By: ______________________________ Name: Xxxx X. Xxxxx III Title: President and Senior Managing Director SCHEDULE I PHOENIX INDIA ACQUISITION CORP. 12,500,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx & Xxxxxxx, LLC ___________ 12,500,000 SCHEDULE 2.28 PHOENIX INDIA ACQUISITION CORP. Board of Directors Xxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxxx EXHIBIT A Phoenix India Acquisition Corp.
