Common use of Waiver, etc Clause in Contracts

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, LIRUM THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written above, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. 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): $[•] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 3 contracts

Samples: Underwriting Agreement (Lirum Therapeutics, Inc.), Underwriting Agreement (Lirum Therapeutics, Inc.), Underwriting Agreement (Lirum Therapeutics, Inc.)

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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, LIRUM THERAPEUTICSCatasys, INC. Inc. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC. By: Name: Xxxx Xxxx Title: ThinkEquity Head of Investment Banking/Underwritings CATASYS, INC. - UNDERWRITING AGREEMENT Xxxxxx Xxxxxx & Co., LLC. 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): $[•] [None. .] Written Testing-the-Waters Communications [None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 , 2018 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is four five (45) years following the effective date that is one hundred eighty (180) days from of the Effective Date registration statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICSCatasys, INC.Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stockcommon stock, par value $0.001 0.0001 per shareshare (the “Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 2 contracts

Samples: Underwriting Agreement (Catasys, Inc.), Underwriting Agreement (Catasys, Inc.)

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 Underwriter 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, LIRUM THERAPEUTICSBIORESTORATIVE THERAPIES, INC. By: Name: Title: 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: Name: Title: ThinkEquity LLC. Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Class A Warrants to be Purchased (each Firm Class A Warrant exercisable for the purchase of one share of Common Stock) Total Number of Firm Class B Warrants to be Purchased (each Firm Class B Warrant exercisable for the purchase of one-half of one share of Common Stock) Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Additional Class A Warrants to be Purchased if the Over-Allotment Option is Fully Exercised (each additional Class A Warrant exercisable for the purchase of one share of Common Stock) Number of Additional Class B Warrants to be Purchased if the Over-Allotment Option is Fully Exercised (each additional Class B Warrant exercisable for the purchase of one-half of share of Common Stock) TOTAL Number of Firm Shares: [•] Number of Firm Class A Warrants (each Firm Class A Warrant exercisable for the purchase of one share of Common Stock): [•] Number of Firm Class B Warrants (each Firm Class B Warrant exercisable for the purchase of one-half of one share of Common Stock): [•] Number of Option Shares: [•] Number of Option Class A Warrants (each Option Class A Warrant exercisable for the purchase of one share of Common Stock): [•] Number of Option Class B Warrants (each Option Class B Warrant exercisable for the purchase of one-half of one share of Common Stock): [•] Public Offering Price per Share: Firm Share (with accompanying Firm Class A Warrant exercisable for the purchase of one share of Common Stock and Firm Class B Warrant exercisable for the purchase of one-half of one share of Common Stock): $[•] Underwriting Discount per Firm Share: $[•] Underwriting Non-accountable expense allowance per Firm Share: $[•] Proceeds to Company per Firm Share (before expenses): $[•] None. None. Public Offering Price per Option Share: $[•] Public Offering Price per Option Class A Warrant (each Option Class A Warrant exercisable for the purchase of one share of Common Stock): $0.01 Public Offering Price per Option Class B Warrant (each Option Class B Warrant exercisable for the purchase of one share of Common Stock): $0.01 Underwriting Discount per Option Share: $[•] Underwriting Discount per Option Class A Warrant (each Option Class A Warrant exercisable for the purchase of one share of Common Stock): $[•] Underwriting Discount per Option Class B Warrant (each Option Class B Warrant exercisable for the purchase of one-half of one share of Common Stock): $[•] Free writing prospectus filed with the Commission on [·], 2015 Mxxx Xxxxxxx Exxxxx X. Field Fxxxxxxxx Xxxxx Mxxxx X. Cxxxx X. Jxxxxxx Xxxxx Cxxxxxx X. Xxxx Pxxx Xxxx Txxxx Xxxxxxxx (Bermuda) Ltd. 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 THAT IT WILL NOT (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOWIN THE UNDERWRITING AGREEMENT) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. (“AEGIS”) OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERINGOFFERING (DEFINED IN THE UNDERWRITING AGREEMENT), OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERDEALER (PROVIDED THAT, WITH RESPECT TO (I) AND (II), ALL SECURITIES SO TRANSFERRED REMAIN SUBJECT TO THE LOCK-UP RESTRICTIONS CONTAINED IN FINRA RULE 5110(G)(1) FOR THE REMAINDER OF THE TIME PERIOD SET FORTH THEREIN, IN ACCORDANCE WITH FINRA RULES 5110(G)(1) AND 5110(G)(2)(A)(II)) OR (B) FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE, CAUSE THIS PURCHASE WARRANT OR THE SHARES (DEFINED BELOW) TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SHARES, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(G)(2). CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE UNDERWRITING AGREEMENT ENTERED INTO BETWEEN THE COMPANY (DEFINED BELOW) AND AEGIS, DATED [_____], 2015 (THE “UNDERWRITING AGREEMENT”). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 2 contracts

Samples: Underwriting Agreement (BioRestorative Therapies, Inc.), Underwriting Agreement (BioRestorative Therapies, Inc.)

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, LIRUM THERAPEUTICS, PINEAPPLE FINANCIAL INC. By: Name: Title: Confirmed as of the date first written above, above on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: EX XXXXXX, division of Benchmark Investments, LLC Name: Title: ThinkEquity LLC. EX Xxxxxx, division of Benchmark Investments, LLC [●] [●] TOTAL [●] [●] 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 Non-accountable expense allowance Discount per Option Share: $[__] Proceeds to Company per Firm Share (before expenses): $[__] Proceeds to Company per Option Share (before expenses): $[__] None. None. [____________] 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITYEX XXXXXX, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTBENCHMARK INVESTMENTS, INC., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYEX XXXXXX, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTBENCHMARK INVESTMENTS, INC., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 2 contracts

Samples: Underwriting Agreement (Pineapple Financial Inc.), Underwriting Agreement (Pineapple Financial Inc.)

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, LIRUM THERAPEUTICS, INC. By: Name: Xxxxxxx Xxxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Xxxxx Xxxxx Title: ThinkEquity LLC. Chief Executive Officer 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 Accountable Expense Allowance per Firm Share: $[•] Proceeds to Company $ Non-Accountable Expense Allowance per Share (before expenses): $[•] None. None. Option Share: $ 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 202[●] (THE EFFECTIVE DATE (DEFINED BELOWDATE”) TO ANYONE OTHER THAN (I) THINKEQUITYBOUSTEAD SECURITIES, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYBOUSTEAD SECURITIES, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERLLC. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM ●], 2023 (THE EFFECTIVE DATE OF THE OFFERING]ISSUANCE). VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [●], 202_ (THE DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE COMMENCEMENT OF SALES OF SHARES IN THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 2 contracts

Samples: Underwriting Agreement (Turbo Energy, S.A.), Underwriting Agreement (Turbo Energy, S.A.)

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, LIRUM THERAPEUTICS, FAT BRANDS INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: THINKEQUITY A Division of Fordham Financial Management, Inc. Name: Title: ThinkEquity LLC. ThinkEquity, a division of Fordham Financial Management, Inc. Number of Firm Shares: [•] Number of Firm Warrants: [•] Number of Option Shares: [•] Number of Option Warrants: [•] Public Offering Price per Shareone Share and [•] Warrant: $[•] Underwriting Discount per Share: $Share and [•] Underwriting Non-accountable expense allowance per ShareWarrant: $[•] Proceeds to Company per Share and Warrant (before expenses): $[•] [None. .] [None. .] [•] 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 , 2020 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is four five (45) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC.FAT Brands Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 2 contracts

Samples: Underwriting Agreement (Fat Brands, Inc), Underwriting Agreement (Fat Brands, Inc)

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 Agreement shall constitute a binding agreement between us. Very truly yours, LIRUM THERAPEUTICS, INC. MXXX XXXXX GROUP HOLDINGS LIMITED By: Name: Title: Cxx Xxxx Xxx Chairman and Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. ALEXANDER CAPITAL, L.P. Jxxxxxxx Xxxxxx Managing Director Alexander Capital, L.P. [●] [●] Revere Securities LLC [●] [●] Number of Firm Shares: [•] 1,500,000 Number of Option Shares: [•] 225,000 Public Offering Price per Share: $[] Underwriting Discount per Share: $[] Underwriting Non-accountable expense allowance per Share: $[] Proceeds to Company per Share (before expenses): $[•] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 2 contracts

Samples: Underwriting Agreement (Ming Shing Group Holdings LTD), Underwriting Agreement (Ming Shing Group Holdings LTD)

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 yoursMAIA Biotechnology, LIRUM THERAPEUTICS, INC. Inc. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. LLC 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): $[•] [None. .] [None. .] 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC.THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS DAYS] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 , 2022 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four five (45) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICSMAIA Biotechnology, INC.Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 2 contracts

Samples: Underwriting Agreement (MAIA Biotechnology, Inc.), Underwriting Agreement (MAIA Biotechnology, Inc.)

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 20. No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company's securities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, please so indicate its management, shareholders, creditors or any other person in connection with any activity that the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, LIRUM THERAPEUTICS, INC. By: Name: Title: Confirmed as Underwriters may undertake or have undertaken in furtherance of the date first written above, on behalf of itself and as Representative offering of the several Company's securities, either before or after the date hereof,. The Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. 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): $[•] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ hereby expressly disclaim any fiduciary or its assigns (the “Holder”) is entitled, upon the terms and subject similar obligations to the limitations on exercise Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the conditions hereinafter set forth, at any time on Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understand that no Underwriter has assumed an advisory or after _______1 (the “Initial Exercise Date”) and, fiduciary responsibility in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, favor of the Company (with respect to the “Warrant Shares”)Offering contemplated hereby or the process leading thereto, as subject including any negotiation related to adjustment hereunderthe pricing of the Units; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The purchase price of one share of Common Stock under this Warrant shall be equal Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Exercise PriceCompany regarding such transactions, as defined including but not limited to any opinions or views with respect to the price or market for the Company's securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in Section 2(b)connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

Appears in 2 contracts

Samples: Underwriting Agreement (Golden Green Enterprises Ltd.), Underwriting Agreement (Golden Green Enterprises Ltd.)

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, LIRUM THERAPEUTICSPLASMATECH BIOPHARMACEUTICALS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: ThinkEquity LLC. Underwriter Total Number of Firm SharesSecurities to be Purchased Number of Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. Number of Firm Securities: [•] Number of shares of Common Stock underlying the Firm Securities: [•] Number of Warrants underlying the Firm Securities: [•] Number of Option SharesSecurities: [•] Number of shares of Common Stock underlying the Option Securities: [•] Number of Warrants underlying the Option Securities: [•] Warrant exercise price: [•] Public Offering Price per ShareSecurity: $[•] Underwriting Discount per ShareSecurity: $[•] Underwriting Non-accountable expense allowance per ShareSecurity: $[•] Proceeds to Company per Share Security (before expenses): $[•] [None. None. .] 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 2 contracts

Samples: Underwriting Agreement (Plasmatech Biopharmaceuticals Inc), Underwriting Agreement (Plasmatech Biopharmaceuticals Inc)

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, LIRUM THERAPEUTICS, INCSUPERCOM LTD. By: ____________________ Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: AEGIS CAPITAL CORP. Name: Title: ThinkEquity LLC. Aegis Capital Corp. TOTAL 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 [None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF.] Ordinary Shares Xxxxx Capital Corp. 000 Xxxxxxx Xxxxxx, AGREES THAT IT WILL NOT SELL00xx Xxxxx Xxx Xxxx, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant SharesXxx Xxxx 00000 Ladies and Gentlemen: _______ THIS WARRANT TO PURCHASE COMMON STOCK The undersigned understands that Aegis Capital Corp. (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC.SuperCom Ltd., a Delaware corporation company formed under the laws of Israel (the “Company”), up to ______ shares providing for the public offering (the “Public Offering”) of Common Stockordinary shares, NIS 0.25 par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 2 contracts

Samples: Underwriting Agreement (SuperCom LTD), Underwriting Agreement (SuperCom LTD)

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 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, LIRUM THERAPEUTICS, INC. By: Name: Xxxxxx Shape Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. XX Xxxxxx, division of Benchmark Investments, LLC [●] [●] US Tiger Securities, Inc. [●] [●] TOTAL [●] [●] Number of Firm SharesUnits: [__] Number of Option SharesUnits: [__] Public Offering Price per ShareFirm Unit: $[__] Public Offering Price per Option Unit: $[__] Underwriting Discount per ShareFirm Unit: $[__] Underwriting Non-accountable expense allowance Discount per ShareOption Unit: $[__] Proceeds to Company per Share Firm Unit (before expenses): $[__] Proceeds to Company per Option Unit (before expenses): $[__] None. None. [____________] 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITYXX XXXXXX, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTBENCHMARK INVESTMENTS, INC., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYXX XXXXXX, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTBENCHMARK INVESTMENTS, INC., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 2 contracts

Samples: Underwriting Agreement (Stran & Company, Inc.), Underwriting Agreement (Stran & Company, Inc.)

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, LIRUM THERAPEUTICSNEPHROGENEX, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: ThinkEquity LLC. Aegis Capital Corp. [•] [•] [•] [•] TOTAL [•] [•] [•] [•] Number of Firm Shares: [•] Number of Firm Warrants: [•] Number of Option Shares: [•] Public Number of Option Warrants: [•] Offering Price per Share: $[•] Offering Price per Warrant: $[•] Underwriting Discount per Share: $[•] Underwriting Discount per ShareWarrant: [•] Proceeds to Company per Share (before expenses): $[•] Proceeds to Company per Warrant (before expenses): $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company Underwriting Non-accountable expense allowance per Share (before expenses): $Warrant: $ [•] NoneIssuer Free Writing Prospectus, dated June 25, 2015, relating to Preliminary Prospectus, dated June 25, 2015. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFCare Capital Investments III, AGREES THAT IT WILL NOT SELLLP Care Capital Offshore Investments III, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).LP Xxxxxx Xxxxxxx Xxxx Xxxxxx

Appears in 2 contracts

Samples: Underwriting Agreement (NephroGenex, Inc.), Underwriting Agreement (NephroGenex, Inc.)

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-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 Underwriter 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, LIRUM THERAPEUTICS, HEXINDAI INC. By: Name: Title: Confirmed as of the date first written above, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. Number of Firm SharesNetwork 1 Financial Securities, Inc. 0 Xxxxxx Xxxxxx, Xxxxxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: [•] 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): $[•] None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFThe undersigned understands that Network 1 Financial Securities, 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK Inc. (the “WarrantUnderwriter”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC.Hexindai Inc., a Delaware corporation Cayman Islands exempted limited liability company (the “Company”), up to ______ providing for the public offering (the “Public Offering”) by the Underwriter named in the Underwriting Agreement of minimum of [ ] and maximum of [ ] American Depositary Shares (“ADSs”) representing [ ] and [ ] ordinary shares of Common Stock(“Securities,”) respectively, par value $0.001 0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)Company.

Appears in 2 contracts

Samples: Underwriting Agreement (Hexindai Inc.), Underwriting Agreement (Hexindai Inc.)

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, LIRUM THERAPEUTICSVENTRUS BIOSCIENCES, INC. By: Name: Title: Confirmed as of the date first written aboveXXXXXX & XXXXXXX, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: LLC By: Name: Title: ThinkEquity LLC. Number of Firm SharesNATIONAL SECURITIES CORPORATION By: [•] Number of Option SharesName: [•] Public Offering Price per ShareTitle: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[•] None. None. Xxxxxx & Xxxxxxx, LLC National Securities Corporation 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITYXXXXXX & XXXXXXX, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTLLC, INC., NATIONAL SECURITIES CORPORATION OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYXXXXXX & XXXXXXX, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTLLC, INC., NATIONAL SECURITIES CORPORATION OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] _ [DATE THAT IS 180 DAYS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERINGPROSPECTUS]. VOID AFTER 5:00 P.M., P.M. EASTERN TIME, [___________________] _ [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS THE FROM THE EFFECTIVE DATE OF THE OFFERINGPROSPECTUS]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 2 contracts

Samples: Underwriting Agreement (Ventrus Biosciences Inc), Underwriting Agreement (Ventrus Biosciences Inc)

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, LIRUM THERAPEUTICSSHINECO, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Dxxxxx XxXxxxx Title: ThinkEquity Managing Director Name: Rxxxxxx Xxxxxxxx Title: Partner, Head of Corporate Finance Bonwick Capital Partners, LLC. Network 1 Financial Securities, Inc. Number of Firm Shares: [•] Number of Option Placement Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[•] [None. .] [None. .] 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITYBONWICK CAPITAL PARTNERS, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., LLC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYBONWICK CAPITAL PARTNERS, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 2 contracts

Samples: Underwriting Agreement (Shineco, Inc.), Underwriting Agreement (Shineco, Inc.)

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 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. [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, LIRUM THERAPEUTICS, INC. By: Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. XX Xxxxxx, division of Benchmark Investments, LLC [●] [●] TOTAL [●] [●] Number of Firm SharesUnits: [__] Number of Option SharesUnits: [__] Public Offering Price per ShareFirm Unit: $[__] Public Offering Price per Option Unit: $[__] Underwriting Discount per ShareFirm Unit: $[__] Underwriting Non-accountable expense allowance Discount per ShareOption Unit: $[__] Proceeds to Company per Share Firm Unit (before expenses): $[__] None. None. Proceeds to Company per Option Unit (before expenses): $[__] [____________] 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITYXX XXXXXX, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTBENCHMARK INVESTMENTS, INC., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYXX XXXXXX, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTBENCHMARK INVESTMENTS, INC., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 2 contracts

Samples: Underwriting Agreement (Wytec International Inc), Underwriting Agreement (Wytec International Inc)

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, LIRUM THERAPEUTICSIBIO, INC. By: Name: Rxxxxx X. Xxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 attached hereto: : A. G.P./ALLIANCE GLOBAL PARTNERS By: Name: Txxxxx X. Xxxxxxx Title: ThinkEquity LLC. Managing Director, Investment Banking Number of Firm Shares: [•] Number of Preferred Shares: Number of Series A Warrants: Number of Series B Warrants: Number of Option Shares: [•] Number of Series A Warrants Comprising Option Warrants: Number of Series B Warrants Comprising Option Warrants: Public Offering Price per Firm Share: $[•] Underwriting Discount Public Offering Price per Preferred Share: $[•] Underwriting Non-accountable expense allowance Public Offering Price per Share: $[•] Proceeds to Company per Share (before expenses): $[•] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Firm Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).:

Appears in 2 contracts

Samples: Underwriting Agreement (iBio, Inc.), Underwriting Agreement (iBio, Inc.)

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 usus as of the date first above written. Very truly yours, LIRUM THERAPEUTICS, INC. TC BIOPHARM (HOLDINGS) PLC By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: EX XXXXXX, division of Benchmark Investments, LLC Name: Title: ThinkEquity LLC. EX Xxxxxx, division of Benchmark Investments, LLC [●] [●] Number of Firm Shares: [__] Number of Firm Warrants: [__] Number of Option Shares: [__] Number of Option Warrants: [__] Public Offering Price per ShareFirm Security: $[__] Public Offering Price per Option Security: $[__] Underwriting Discount per ShareFirm Security: $[__] Underwriting Non-accountable expense allowance Discount per ShareOption Security: $[__] Proceeds to Company per Share Firm Security (before expenses): $[__] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE Proceeds to Company per Option Security (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO before expenses): $[________________] None. 1. [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] 2. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] ●] 3. [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] 4. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).[●]

Appears in 2 contracts

Samples: Underwriting Agreement (TC BioPharm (Holdings) PLC), Underwriting Agreement (TC BioPharm (Holdings) PLC)

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, LIRUM THERAPEUTICSSPLASH BEVERAGE GROUP, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. Name: Title: ThinkEquity LLC. Kingswood Capital Markets, division of Benchmark Investments, Inc. [●] [●] TOTAL [●] [●] Number of Firm Shares: [__] Number of Firm Warrants: [__] Number of Option Shares: [__] Number of Option Warrants: [__] Public Offering Price per ShareFirm Share and Firm Warrant: $[__] Public Offering Price per Option Share and Option Warrant: $[__] Underwriting Discount per ShareFirm Share and Firm Warrant: $[__] Underwriting Discount per Option Share and Option Warrant: $[__] Underwriting Non-accountable expense allowance per ShareFirm 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): $[__] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE Proceeds to Company per Option Share and Option Warrant (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO before expenses): $[________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]None. 1. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]Rxxxxx Xxxxxxx 2. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Dxxx Huge

Appears in 2 contracts

Samples: Underwriting Agreement (Splash Beverage Group, Inc.), Underwriting Agreement (Splash Beverage Group, Inc.)

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, LIRUM THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. 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 Non-accountable expense allowance Discount per Option Share: $[] Proceeds to Company Non-Accountable Expense Allowance per Share (before expenses): Firm Share: $[●] Non-Accountable Expense Allowance per Option Share: $[●] [●] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME2023 Boustead Securities, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies thatLLC 6 Xxxxxxx, for value receivedXxxxx 000 Irvine, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).CA 92618

Appears in 2 contracts

Samples: Underwriting Agreement (Rvelocity, Inc.), Underwriting Agreement (Rvelocity, Inc.)

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, LIRUM THERAPEUTICSQSAM BIOSCIENCES, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC By: Name: Title: ThinkEquity LLC. LLC Number of Firm Shares: [●] Number of Firm Pre-Funded Warrants: [●] Number of Firm Warrants: [●] Number of Option Shares: up to [●] Number of Option Pre-Funded Warrants: up to [●] Number of Option Warrants: up to [●] Public Offering Price per Firm Share: $[●] Public Offering Price per Firm Pre-Funded Warrant: $[●] Public Offering Price per Firm Warrant: $[●] Underwriting Discount per Firm Share: $[●] Underwriting Discount per Firm Pre-Funded Warrant: $[●] Underwriting Discount per Firm Warrant: $[●] Underwriting Non-accountable expense allowance per Firm Share: $[●] Underwriting Non-accountable expense allowance per Firm Pre-Funded Warrant: $[ ] Underwriting Non-accountable expense allowance per Firm Warrant: $[ ] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Firm Pre-Funded Warrant (before expenses): $[●] Proceeds to Company per Firm Warrant (before expenses): $[●] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 2 contracts

Samples: Underwriting Agreement (QSAM Biosciences, Inc.), Underwriting Agreement (QSAM Biosciences, Inc.)

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, LIRUM THERAPEUTICSSTAFFING 360 SOLUTIONS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity LLCThinkEquity, a division of Fordham Financial Management, Inc. . 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): $[•] [None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms • Bxxxxxx Xxxxx; • Dxxxx Xxxxxx; and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).• Axxxxx Xxxxxx

Appears in 2 contracts

Samples: Underwriting Agreement (Staffing 360 Solutions, Inc.), Underwriting Agreement (Staffing 360 Solutions, Inc.)

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, LIRUM THERAPEUTICS, FLEWBER GLOBAL INC. By: Name: Xxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: THINKEQUITY LLC Name: Title: ThinkEquity LLC. LLC 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): $[•] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________None.] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERINGNone.] 1. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK Xxxx Xxxxxxx 2. Xxxxx (the “Warrant”Xxx) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Yu

Appears in 2 contracts

Samples: Underwriting Agreement (Flewber Global Inc.), Underwriting Agreement (Flewber Global Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time to 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, LIRUM THERAPEUTICSVIVEVE MEDICAL, INC. By: Name: Xxxxx Xxxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: : A. G.P./ALLIANCE GLOBAL PARTNERS By: Name: Xxxxxx X. Xxxxxxx Title: ThinkEquity LLC. Managing Director, Investment Banking Number of Firm Common Shares: [•] Number of Preferred Shares: Number of Option Shares: [•] Public Offering Price per Common Share: $[•] Public Offering Price per Preferred Share: Underwriting Discount per Common Share: $[•] Underwriting Non-accountable expense allowance Discount per Preferred Share: $[•] Proceeds to Company per Common Share (before expenses): $[•] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE Proceeds to Company per Preferred Share (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).before expenses):

Appears in 1 contract

Samples: Underwriting Agreement (Viveve Medical, Inc.)

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, LIRUM THERAPEUTICS, INC. EFLEETS CORPORATION By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. Aegis Capital Corp. Aegis Capital Corp. Pricing Information Number of Firm Shares: [•] Number of Option Firm Warrants: [•] Number of Additional Shares: [•] Number of Additional Warrants: [•] Warrant Exercise Price: $[•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[•] None. None. Public Offering Price per Warrant: $[•] Underwriting Discount per Warrant: $[•] Proceeds to Company per Warrant (before expenses): $[•] 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [[ DATE THAT IS 180 DAYS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERINGREGISTRATION STATEMENT ]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [[ DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERINGOFFERING ]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (eFleets Corp)

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, LIRUM THERAPEUTICS, INC. By: Name: Xxxxxx Xxxxxxx Title: Confirmed as of Chief Executive Officer Accepted by the date first written aboveRepresentative, on behalf of acting for itself and as Representative of the several Underwriters named on Schedule 1 I hereto: , By: Name: Xxxxx X. Xxxxxxxxxx Title: ThinkEquity LLC. Number Director of Firm Shares: Investment Banking Network 1 Financial Securities, Inc. [NUMBER] Number of Option Shares: [NUMBER] Public Offering Price per Share: $[UNDERWRITER NAME] Underwriting Discount per Share: $[NUMBER] Underwriting Non-accountable expense allowance per Share: $[NUMBER] Proceeds to Company per Share (before expenses): $[UNDERWRITER NAME] None. None. 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 [NUMBER] [NUMBER] [UNDERWRITER NAME] [NUMBER] [NUMBER] THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT AND THE WARRANT SHARES WILL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGE, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTIONS THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SALE OF THIS PURCHASE WARRANT OR THE WARRANT SHARES BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY 180 DAYS IMMEDIATELY FOLLOWING THE EFFECTIVE DATE EFFECTIVENESS OR COMMENCEMENT OF SALES OF THE OFFERING (DEFINED BELOWTHE “LOCK-UP PERIOD”) TO ANYONE OTHER THAN (I) THINKEQUITYIN COMPLIANCE WITH FINRA RULE 5110(G), A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALEREXCEPT AS PERMITTED HEREIN AND FINRA RULE 5110(G)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [[DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OR COMMENCEMENT OF SALES OF THE PUBLIC OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE FIFTH ANNIVERSARY DATE OF THE OFFERINGEFFECTIVE DATE]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (HyreCar Inc.)

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 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, LIRUM THERAPEUTICSCASTLEROCK SECURITY HOLDINGS, INC. By: Name: Title: Confirmed as of Accepted on the date first written aboveabove written. XXXXXX & XXXXXXX, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: LLC Name: Title: ThinkEquity LLC. 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): $[•] None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT OPTION BY ITS ACCEPTANCE HEREOF, HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OPTION FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOWIN THE UNDERWRITING AGREEMENT) TO ANYONE OTHER THAN (I) THINKEQUITYXXXXXX & XXXXXXX, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYXXXXXX &RENSHAW, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT OPTION IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERINGPROSPECTUS]. VOID AFTER 5:00 P.M., P.M. EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS THE FROM THE EFFECTIVE DATE OF THE OFFERINGPROSPECTUS]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK PURCHASE OPTION 1. Purchase Option. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Xxxxxx & Xxxxxxx, LLC (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafteras registered owner of this Purchase Option, to subscribe for and purchase from LIRUM THERAPEUTICSCastleRock Security Holdings, INC., a Delaware corporation Inc. (the “Company”), Holder is entitled, at any time or from time to time from [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] (the “Commencement Date”), and at or before 5:00 p.m., Eastern Time, [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to ______ [ ] shares of Common Stockcommon stock of the Company, par value $0.001 per share, of the Company share (the “Warrant Shares”) subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option 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 the Purchase Option. This Purchase Option is initially exercisable at $[ ] per Share (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 6 hereof, the rights granted by this Purchase Option, 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. Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Underwriting Agreement, dated as of [ ] (the “Underwriting Agreement”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to between the Exercise Price, as defined in Section 2(b)Company and Xxxxxx & Xxxxxxx.

Appears in 1 contract

Samples: Underwriting Agreement (CastleRock Security Holdings, Inc.)

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, LIRUM THERAPEUTICSVALLON PHARMACEUTICALS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Exxx Xxxx Title: ThinkEquity LLC. Head of Investment Banking 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): $[•] [None. .] [None. .] 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING], 20211. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING], 20252. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 , 20213 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four five (45) years following the date that is one hundred eighty (180) days from commencement of sales of the Effective Date offering (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICSVallon Pharmaceuticals, INC.Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). 1 Insert date that is 180 days from the effective date of the Offering. 2 Insert date that is five years from the effective date of the Offering. 3 Insert date that is 180 days from the effective date of the Offering.

Appears in 1 contract

Samples: Underwriting Agreement (Vallon Pharmaceuticals, Inc.)

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, LIRUM THERAPEUTICSDIGITAL BRANDS GROUP, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: ​ KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. ​ Name: Title: ThinkEquity LLC. ​ ​ ​ ​ Underwriter Total Number ofFirm 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 [●] [●] ​ ​ ​ ​ Number of Firm Shares: [•] 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: [•] 300,000 Number of Option Warrants: 300,000 Public Offering Price per ShareFirm Share and Firm Warrant: $[•] 5.00 Public Offering Price per Option Share and Option Warrant: $5.00 Underwriting Discount per ShareFirm Share and Firm Warrant: $[•] 0.40 Underwriting Non-accountable expense allowance Discount per ShareOption Share and Option Warrant: $[•] 0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $[•] None4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 FWP filed with the Commission on April 28, 2021 ​ ​ ​ 1. NoneXxxx “Hil” Xxxxx 2. Xxxxx Xxxxxxx 3. Xxxx Xxxxxx 4. Xxxx Xxxx 5. Xxxxxx Xxxxxxxxxx 6. Xxxxxxx Xxxxx 7. Xxxxx Xxxxxxx 8. Xxxx Xxxxx ​ ​ 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITYKINGSWOOD CAPITAL MARKETS, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTBENCHMARK INVESTMENTS, INC., . OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYKINGSWOOD CAPITAL MARKETS, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTBENCHMARK INVESTMENTS, INC., . OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Digital Brands Group, Inc.)

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, LIRUM THERAPEUTICS, INC. VUZIX CORPORATION By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. VUZIX CORPORATION By: Name: Title: ThinkEquity LLC. Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. TOTAL Underwriter Total Number of Firm Warrants to be Purchased Number of Additional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. TOTAL Number of Firm Shares: [•] Number of Option Firm Warrants: [•] Number of Additional Warrants: [•] Number of Additional Shares: [•] Warrant Exercise Price: $[•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[•] Public Offering Price per Warrant: $[•] Underwriting Discount per Warrant: $[•] Proceeds to Company per Warrant (before expenses): $[•] [None. None. .] Pxxx Xxxxxxx Grant Rxxxxxx Xxxxxxx Lxx Xxxxxxx Sxxxx Xxxxxxxxx Ruchdaeschel Mxxxxxx XxXxxxxxx LC Capital Master Fund Ltd. Kopin Corporation Vast Technologies, Inc. [●] shares to be issued to Vast Technologies, Inc. pursuant to [●] [●] shares to be issued to Kopin Corporation pursuant to [●] [●] shares to be issued to LC Capital Master Fund Ltd. pursuant to [●] [●] shares to be issued to Pxxx Xxxxxxx (Note Conversions and Deferred Compensation Payments) pursuant to [●] [●] shares to be issued to Gxxxx Xxxxxxx (Deferred Compensation) pursuant to [●] [●] shares to be issued to Hillair Capital Investments LP pursuant to [●] 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Vuzix Corp)

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, LIRUM THERAPEUTICS1347 PROPERTY INSURANCE HOLDINGS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP By: Name: Title: ThinkEquity LLC. Aegis Capital Corp EarlyBirdCapital, Inc. 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): $[•] NoneFree Writing Prospectus filed with the SEC on January 21, 2014. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (1347 Property Insurance Holdings, Inc.)

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 Agreement shall constitute a binding agreement between us. Very truly yours, LIRUM THERAPEUTICS, CXXXXX JMB INC. By: Name: Title: Wxxxx Xxxxxxxx Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: ALEXANDER CAPITAL, L.P. By: Name: Title: ThinkEquity LLC. Jxxxxxxx Xxxxxx Managing Director Alexander Capital, L.P. [ ] [ ] Pxxxxxx Investment Company, LLC 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): $[•[ ] None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFAlexander Capital, AGREES THAT IT WILL NOT SELLL.P., TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLas Representative 10 Xxx Xxxxx Xxxxxx Boulevard #202 Red Bank, TRANSFERNew Jersey 07701 Ladies and Gentlemen: The undersigned understands that you, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK as representative (the “WarrantRepresentative”) certifies thatof the several Underwriters (as defined below), for value received, _____________ or its assigns propose to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC.Cxxxxx JMB Inc., a Delaware Nevada corporation (the “Company”), up to ______ providing for the initial public offering (the “Initial Public Offering”) by the several underwriters named in Schedule 1 of the Underwriting Agreement of shares of Common Stockcommon stock, par value $0.001 per share, of the Company (the “Warrant Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Representative to continue its efforts in connection with the Initial Public Offering, as subject to adjustment hereunder. The purchase price the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending one share (1) year after the date of Common Stock under this Warrant shall be equal the final prospectus (the “Prospectus”) relating to the Exercise PriceInitial Public Offering (the “Lock-Up Period”), as defined (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in Section 2(b)whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Appears in 1 contract

Samples: Underwriting Agreement (Callan JMB Inc.)

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 Underwriter 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, LIRUM THERAPEUTICS, INC. DAIS ANALYTIC CORPORATION By: Name: Title: Confirmed as of Accepted on the date first written aboveabove written. MDB CAPITAL GROUP, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: LLC By: Name: Title: ThinkEquity LLC: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of New York with the requisite corporate power to own or lease, as the case may be, and operate its respective properties, and to conduct its business, as described in the Registration Statement and the Prospectus. Number The Company has no subsidiaries and is not registered or qualified to do business as a foreign corporation under the laws of Firm Shares: [•] Number any jurisdiction within the United States except Florida. (ii) Based solely as to factual matters on representations and warranties by the Company, all issued and outstanding securities of Option Shares: [•] the Company have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Certificate of Incorporation. Based solely as to factual matters on representations and warranties by the Company and the purchasers set forth in the applicable purchase agreement, the offers and sales of securities issued by the Company during the three years preceding the Effective Date were either registered under the Securities Act of 1933, as amended, or exempt from such registration requirements. The authorized and outstanding capital stock is as set forth in the Prospectus. (iii) The Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share Securities and Warrant Securities (before expenses): $[•] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOWincluding the shares of Common Stock underlying the Warrant Securities) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “WarrantShares”) certifies thathave been duly authorized and, for value receivedwhen issued and delivered in accordance with the terms of this Underwriting Agreement and the Underwriter’s Warrant Agreement, _____________ as applicable, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operating of law or its assigns under the Certificate of Incorporation. The Shares conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. (iv) The Company has the “Holder”corporate power and authority to enter into the Underwriting Agreement and the Underwriter’s Warrant Agreement and to issue, sell and deliver the Shares to the Underwriters as provided in the Underwriting Agreement and the Underwriter’s Warrant Agreement. The Underwriting Agreement and the Underwriter’s Warrant Agreement have been duly and validly authorized and executed by the Company and constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) is entitledas such enforceability may be limited by bankruptcy, upon insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (v) The execution, delivery and performance of the Underwriting Agreement and the Underwriter’s Warrant Agreement by the Company, and compliance by the Company with the terms and subject provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Shares, do not and will not, with or without the giving of notice or the lapse of time, or both, (a) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the limitations on exercise terms of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Certificate of Incorporation or Bylaws of the Company, or (c) to counsel’s knowledge, violate any statute or any judgment, order or decree, rule or regulation applicable to the Company of any court, regulatory authority or other governmental agency or body having jurisdiction over the Company or its subsidiary, properties or assets. (vi) The Registration Statement, the Preliminary Prospectus and the conditions hereinafter set forthProspectus and any post-effective amendments or supplements thereto (other than the financial statements and the schedules, at notes and auditor’s reports included therein, as to which no opinion is hereby rendered) each as of their respective dates appears on its face to comply as to form in all material respects with the requirements of the Act and Regulations, provided that counsel expresses no opinion, statement or belief as to any other financial, statistical or accounting information or any exhibits to the Registration Statement or the Prospectus. To counsel’s knowledge, no United States or state statute or regulation required to be described in the Prospectus is not described as required, including under the Blue Sky laws of the various states, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement not so described or filed as required. (vii) Based solely on a notice of effectiveness received from the Commission, the Registration Statement is effective under the Act. To counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time on or after _______1 period required by Rule 424(b). (the “Initial Exercise Date”viii) The Company is not and, after giving effect to the Offering and sale of the Public Securities and Warrant Securities and the application of the proceeds thereof as described in accordance the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (or order of AMEX any U.S. Federal or State of New York timecourt or governmental agency or body having jurisdiction over the Company is required, under the laws, rules and regulations of the United States of America and the State of Delaware for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made with or obtained by AMEX (ii) such as have been made or obtained under the Securities Act and (iii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Shares by you in the manner contemplated in the Agreement and in the Prospectus. (x) The Company has taken all necessary corporate action to authorize and approve a reverse stock split of its Common Stock on the date that is four (4) years following the date that is basis of one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe share of Common Stock for each and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to __every ____ shares of Common Stock, par value $0.001 per share, Stock issued and outstanding prior to the Applicable Time and the reverse stock split has become effective under the laws of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price State of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)New York.

Appears in 1 contract

Samples: Underwriting Agreement (Dais Analytic Corp)

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, LIRUM THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. 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 Non-accountable expense allowance Discount per Option Share: $[] Proceeds to Company Non-accountable Expense Allowance per Share (before expenses): Firm Share: $[] None. None. Non-accountable Expense Allowance per Option Share: $[●] [●] None 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) OF COMMENCEMENT OF SALES OF THE OFFERINGS TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTCATHAY SECURITIES, INC., . OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTCATHAY SECURITIES, INC., . OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS SIX MONTHS FROM THE EFFECTIVE DATE COMMENCEMENT OF SALES OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR THREE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE COMMENCEMENT OF SALES OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (EPWK Holdings Ltd.)

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, LIRUM THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. 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 Non-accountable expense allowance Discount per Option Share: $[] Proceeds to Company Non-accountable Expense Allowance per Share (before expenses): Firm Share: $[] None. None. Non-accountable Expense Allowance per Option Share: $[●] [●] None 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) OF COMMENCEMENT OF SALES OF THE OFFERINGS TO ANYONE OTHER THAN (I) THINKEQUITYREVERE SECURITIES, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYREVERE SECURITIES, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS SIX MONTHS FROM THE EFFECTIVE DATE COMMENCEMENT OF SALES OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR THREE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE COMMENCEMENT OF SALES OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (EPWK Holdings Ltd.)

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, LIRUM THERAPEUTICSTRULEUM, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC By: Name: Title: ThinkEquity LLCLLC . 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): $[•] [None. .] [None. .] 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC.THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 , 2024 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four five (45) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICSTruleum, INC.Inc, a Delaware Colorado corporation (the “Company”), up to ______ shares of Common Stock, par value [$0.001 0.001] per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Truleum, Inc.)

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, LIRUM COYA THERAPEUTICS, INC. By: Name: Title: Confirmed as of Xxxxxx Xxxxxx, Chief Executive Officer Accepted on the date first written aboveabove written. CHARDAN CAPITAL MARKETS, on behalf of itself and LLC, as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. Number Xxxx Xxxxxx, Managing Partner of Firm Shares: Capital Markets Chardan Capital Markets, LLC [•] Number of Option Shares: [•] Public Offering Price per Share: $Newbridge Securities Corporation [•] Underwriting Discount per Share: $[•] Underwriting ] 1. Coya Therapeutics, Inc. Non-accountable expense allowance per ShareConfidential Corporate Presentation, dated November 2022 Chardan Capital Markets, LLC 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: $[•] Proceeds to Company per Share (before expenses): $[•] None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFCoya Therapeutics, AGREES THAT IT WILL NOT SELLInc. – Initial Public Offering Ladies and Gentlemen: The undersigned understands that you, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK as the representative (the “WarrantRepresentative”) certifies thatof the several underwriters named therein, for value received, _____________ or its assigns propose to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitledwith Coya Therapeutics, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC.Inc., a Delaware corporation (the “Company”), up relating to ______ a proposed offering (the “Offering”) of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and warrants exercisable for shares of Common Stock. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the foregoing, par value $0.001 per shareand in order to induce you to participate in the Offering, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representative (which consent may be withheld in its sole discretion), the undersigned will not, during the period (the “Lock-Up Period”) beginning on the date hereof and ending on, but including, the date 180 days after the effective date of the registration statement relating to the Offering, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any shares of Common Stock or other capital stock or any securities convertible into or exercisable or exchangeable for Common Stock or other capital stock, enter into any swap or other agreement, arrangement, hedge or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of Common Stock or other capital stock or any securities convertible into or exercisable or exchangeable for Common Stock or other capital stock, whether any transaction described in any of the foregoing is to be settled by delivery of Common Stock or other capital stock, other securities, in cash or otherwise, or publicly announce an intention to do any of the foregoing. Notwithstanding the foregoing, the restrictions set forth in the above shall not apply to (a)(i) transfers of Common Stock as a bona fide gift or gifts, (ii) transfers or dispositions of the undersigned’s Common Stock to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (iii) transfers or dispositions of the undersigned’s Common Stock to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or the immediate family of the undersigned, (iv) transfers or dispositions of the undersigned’s Common Stock by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned, (v) distributions of the undersigned’s Common Stock to partners, members or stockholders of the undersigned, and (vi) transfers to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned; provided that in the case of any transfer or distribution pursuant to clause (i), (ii), (iii), (iv), (v) or (vi), each transferee, donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this letter agreement (this “Agreement”), (b) the acquisition or exercise of any stock option issued pursuant to the Company’s existing equity incentive plan, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned, provided that the underlying shares of Common Stock shall continue to be subject to the restrictions on transfer set forth in this Agreement, or (c) the purchase of the Company’s securities pursuant to a plan, contract or instruction that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B). For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. Furthermore, notwithstanding the restrictions imposed by this Agreement, the undersigned may, without the prior written consent of the Representative (i) establish a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Warrant SharesExchange Act)) for the transfer of Common Stock, as subject to adjustment hereunder. The purchase price of one share provided that such plan does not provide for any transfers of Common Stock under this Warrant shall be equal during the Lock-Up Period, (ii) transfer to the Exercise PriceCompany shares of Common Stock (A) pursuant to any contractual arrangement that provides the Company with an option to repurchase such shares of Common Stock in connection with the termination of the undersigned’s employment or other service relationship with the Company, as defined (B) upon a vesting event of any equity award granted under any stock incentive plan or stock purchase plan of the Company or (C) the transfer to the Company of Securities upon a vesting event of the Company’s securities or upon the exercise of options or warrants to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax withholding obligations of the undersigned in connection with such vesting or exercise, provided that any filing under Section 2(b16 of the Exchange Act with regard to (A), (B) or (C) shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described above, and (iii) transfer or dispose of Common Stock by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or other court order, provided that the recipient of such shares of Common Stock shall execute and deliver to the Representative a lock-up letter in the form of this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Coya Therapeutics, Inc.)

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 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, LIRUM THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Sxx Xxxxxxxxxx Title: ThinkEquity LLC. Supervisory Principal EX Xxxxxx, division of Benchmark Investments, LLC Number of Firm SharesUnits: [•] Number of Option Shares: [•] Number of Option Warrants: Public Offering Price per ShareFirm Unit: $[•] Public Offering Price per Option Share and Option Warrant: Underwriting Discount per ShareFirm Unit: $[•] Underwriting Non-accountable expense allowance Discount per ShareOption Share and Option Warrant: $[•] Proceeds to Company per Share Firm Unit (before expenses): $[•] Proceeds to Company per Option Share and Option Warrant (before expenses): None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Yoshiharu Global Co.)

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, LIRUM THERAPEUTICS, INCALTAMIRA THERAPEUTICS LTD. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. LLC Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [ ] Number of Firm Warrants: [ ] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [ ] Number of Option Warrants: [ ] Public Offering Price per Share: $[•] Public Offering Price per Pre-Funded Warrant: [ ] Public Offering Price per Warrant: [ ] Underwriting Discount per Share: $[•] Underwriting NonDiscount per Pre-accountable expense allowance Funded Warrant: [ ] Underwriting Discount per ShareWarrant: $[•[ ] Proceeds to Company per Share (before expenses): $[•] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE Proceeds to Company per Pre-Funded Warrants: [ ] Proceeds to Company per Warrant (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________before expenses): [ ] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________None.] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. None.] Warrant Shares: _______ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, Issue Date and until this Warrant is exercised in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date full (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICSAltamira Therapeutics Ltd., INC., a Delaware corporation an exempted company limited by shares incorporated in Bermuda (the “Company”), up to _________ shares of Common StockShares (as subject to adjustment hereunder, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Altamira Therapeutics Ltd.)

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 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, LIRUM THERAPEUTICS, MOBILE GLOBAL ESPORTS INC. By: Name: Xxxxx Xxxxx Title: Secretary Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Xxxxx Xxxxxxxxxx Title: ThinkEquity LLCCEO WestPark Capital, Inc. TOTAL Sch. 1-1 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): $[] Sch. 2-1 [None.] Sch. 2-2 [None.] Sch. 2-3 Sch. 2-4 Ex. A-1 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC._______________, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., _______________ OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 , 2022 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) five years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICSMobile Global Esports, INC.Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Mobile Global Esports, Inc.)

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, LIRUM THERAPEUTICSNEPHROGENEX, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. Aegis Capital Corp. Number of Firm Shares: [•] Number of Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Proceeds to Company per Share (before expenses): $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[None.] [None. None. .] 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (NephroGenex, Inc.)

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, LIRUM THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. By: Name: Title: 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 Non-accountable expense allowance Discount per Option Share: $[] Proceeds to Company Non-accountable Expense Allowance per Share (before expenses): Firm Share: $[] None. None. Non-accountable Expense Allowance per Option Share: $[●] [●] None 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITYREVERE SECURITIES, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., ALEXANDER CAPITAL LP OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF COMMENCMENT OF SALES OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF COMMENCMENT OF SALES OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Fitell Corp)

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 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, LIRUM THERAPEUTICSBRAG HOUSE HOLDINGS, INC. By: Name: Xxxxxx Xxxx Xxxxxx, XX Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Xxxxx Xxxxxx Title: ThinkEquity LLC. Supervisory Principal Kingswood Capital Partners, LLC TOTAL 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): $[] NoneSee Attached. NoneEx. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS (180) FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITYKINGSWOOD CAPITAL PARTNERS, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC.LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYKINGSWOOD CAPITAL PARTNERS, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] ●], 2024 [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] ●], 2029 [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares:[●] Initial Exercise Date: _______ [●], 2024 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ KINGSWOOD CAPITAL PARTNERS, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 [●], 2024 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) five years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICSBRAG HOUSE HOLDINGS, INC., a Delaware corporation (the “Company”), up to ______ [●] shares of Common Stockcommon stock, $0.0001 par value $0.001 per shareshare (the “Common Shares”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Brag House Holdings, Inc.)

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, LIRUM THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. Number : A. G.P./ALLIANCE GLOBAL PARTNERS (a) as a bona fide gift or gifts; (b) to any immediate family member or to any trust for the direct or indirect benefit of Firm Shares: [•] Number the undersigned or the immediate family of Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds the undersigned (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); (c) to Company per Share any corporation, partnership, limited liability company, or other business entity all of the equity holders of which consist of the undersigned and/or the immediate family of the undersigned; (before expenses): $[•] None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFd) if the undersigned is a corporation, AGREES THAT IT WILL NOT SELLpartnership, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLlimited liability company, TRANSFERtrust or other business entity (a) to another corporation, ASSIGNpartnership, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE limited liability company, trust or other business entity that is an Affiliate of the undersigned or (DEFINED BELOWb) TO ANYONE OTHER THAN in the form of a distribution to limited partners, limited liability company members or stockholders of the undersigned; (Ie) THINKEQUITYif the undersigned is a trust, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and beneficiary of such trust; or (f) by wxxx, other testamentary document or intestate succession to the conditions hereinafter set forthlegal representative, at any time on heir, beneficiary or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, member of the Company (immediate family of the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)undersigned.

Appears in 1 contract

Samples: Underwriting Agreement (Polarityte, Inc.)

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, LIRUM TRANSCODE THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC By: Name: Title: TransCode Therapeutics, Inc. – Underwriting Agreement ThinkEquity LLC. LLC [·] [·] [·] [·] TOTAL [·] [·] [·] [·] Number of Firm Shares: [·] Number of Firm Pre-funded Warrants: [·] Number of Option Shares: [·] Number of Option Pre-funded Warrants: [·] Public Offering Price per Share: $[·] Public Offering Price per Pre-funded Warrant: $[·] Underwriting Discount per Share: $[·] Underwriting NonDiscount per Pre-accountable expense allowance per Sharefunded Warrant: $[·] Proceeds to Company per Share (before expenses): $[·] Proceeds to Company per Pre-funded Warrant (before expenses): $[·] [None.] 1. NoneR. Xxxxxxx Xxxxxx 2. Txxxxx X. Xxxxxxxxxx 3. Pxxxxxxx X. Xxxxxx 4. Exxx Xxxxxxx 5. Mxxxx Xxxxxxx 6. Zxxxxxx Xxxxxxxx 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC.THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 , 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four five (45) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICSTransCode Therapeutics, INC.Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Transcode Therapeutics, Inc.)

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, LIRUM THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. LLC [____] [____] 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 (after the underwriting discount and before expenses): $[____] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO Free Writing Prospectus filed with the SEC on [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).2022

Appears in 1 contract

Samples: Underwriting Agreement (FG Financial Group, Inc.)

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, LIRUM THERAPEUTICS, INC. BOXLIGHT CORPORATION By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: : A. G.P./ALLIANCE GLOBAL PARTNERS Name: Dxxxx Xxxxxx Title: ThinkEquity LLC. Head of Investment Banking A. G.P./Alliance Global Partners Maxim Group LLC The Benchmark Company [ ] 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 share (before expenses): $[] None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFFree writing prospectus filed with the SEC on [●], 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).2018

Appears in 1 contract

Samples: Underwriting Agreement (Boxlight Corp)

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, LIRUM THERAPEUTICS, INC. INNOVATION BEVERAGE GROUP LIMITEDBy: By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity The Benchmark Company, LLC. Number of Firm Units: [_____] Number of Firm Shares: [_____] Number of Firm Warrants: [_____] Number of Option Shares: [_____] Number of Option Warrants: [_____] Public Offering Price per Firm Unit: $[_____] Public Offering Price per Option Share: $[_____] Public Offering Price per Option Warrant: $[_____] Underwriting Discount per Firm Unit: $[_____] Underwriting Discount per Option Share: $[_____] Underwriting Non-accountable expense allowance Discount per ShareOption Warrant: $[_____] Proceeds to Company per Firm Unit (before expenses): $[_____] Proceeds to Company per Option Share (before expenses): $[_____] NoneProceeds to Company per Option Warrant (before expenses): $[_____] 1. None[ ] 2. [ ] 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITYTHE BENCHMARK COMPANY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC.LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYTHE BENCHMARK COMPANY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE COMMENCEMENT DATE OF SALES IN THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE COMMENCEMENT DATE OF SALES IN THE OFFERING]. Warrant Shares: _______ _[1] THIS WARRANT TO PURCHASE COMMON STOCK ORDINARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 , 2024[2] (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four five (45) years following the commencement date that is one hundred eighty (180) days from of sales in the Effective Date Offering (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC.Innovation Beverage Group Limited, a Delaware corporation company incorporated under the laws of Austalia (the “Company”), up to ______ shares of Common StockOrdinary Shares, no par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Innovation Beverage Group LTD)

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, LIRUM THERAPEUTICS, INCPASITHEA THERAPEUTICS CORP. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: division of Benchmark Investments, LLC By: Name: Title: ThinkEquity LLC. XX Xxxxxx, division of Benchmark Investments, LLC TOTAL 1 Number of Firm Shares: [•[ ] Number of Firm Warrants: [ ] Number of Option Shares: [•[ ] Number of Option Warrants: [ ] Public Offering Price per ShareFirm Share and Firm Warrant: $[•[ ] Public Offering Price per Option Share and Option Warrant: [ ] Underwriting Discount per ShareFirm Share and Firm Warrant: $[•[ ] Underwriting Discount per Option Share and Option Warrant: [ ] Underwriting Non-accountable expense allowance per ShareFirm Share and Firm Warrant: $[•[ ] Proceeds to Company per Firm Share and Firm Warrant (before expenses): $[ ] Proceeds to Company per Option Share and Option Warrant (before expenses): [ ] FWP filed with the Commission on [ ]. [None.] None. None. [ ] 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITING AGREEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITYXX XXXXXX, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTBENCHMARK INVESTMENTS, INC.LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYXX XXXXXX, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTBENCHMARK INVESTMENTS, INC.LLC, OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING[ ], 20211. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]2, 2026. Warrant Shares: _______ [ ] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ XX Xxxxxx, division of Benchmark Investments, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 [ ], 20213 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (such date, the “Termination Date”) that is five (5) years following the effective date of the offering, but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC.Pasithea Therapeutics Corp., a Delaware corporation (the “Company”), up to ______ [ ] shares of Common Stock, par value $0.001 0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Pasithea Therapeutics Corp.)

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 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 compliance, or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance 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, LIRUM THERAPEUTICS, INC. By: Name: Xxxx Xxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Xxx Xxxxx Title: ThinkEquity LLC. Chief Executive Officer TOTAL [● ] [● ] 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 Accountable Expense Allowance per Firm Share: $[] Proceeds to Company Non-Accountable Expense Allowance per Share (before expenses): $Option Share: [] None. None. 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 BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT IT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS BEGINNING ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING OR THE EFFECTIVE DATE (DEFINED BELOW) SECURITIES ISSUABLE HEREUNDER TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OFFICERS OR PARTNERS OF FORDHAM FINANCIAL MANAGEMENTUS TIGER SECURITIES, INC., OR AN UNDERWRITER OR A SELECTED DEALER EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN CONNECTION ACCORDANCE WITH THE OFFERINGFINRA CONDUCT RULE 5110(E), OR (IIB) A BONA FIDE OFFICER CAUSE THIS PURCHASE WARRANT OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY SUCH UNDERWRITER HEDGING, SHORT SALE, DERIVATIVE, PUT OR SELECTED DEALERCALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM AFTER THE EFFECTIVE DATE OF THE OFFERING]. CLOSING DATE, VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Oranco Inc)

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, LIRUM THERAPEUTICSSG BLOCKS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: THINKEQUITY A Division of Fordham Financial Management, Inc. Name: Title: ThinkEquity LLC. ThinkEquity, a division of Fordham Financial Management, Inc. Pricing Information Number of Firm Shares: [•] Number of Option Shares: [•] Public Offering Price per Firm Share/Option Share: $[•] $ Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] $ Proceeds to Company per Firm Share (before expenses): $[•$ Proceeds to Company per Option Share (before expenses): Free Writing Prospectus, dated [ ] None. 1. NoneXxxx X. Xxxxxx 2. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERXxxxx Xxxxxxxxxx 3. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]Xxxxxxxxxxx Xxxxxx 4. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Xxxxx X. Xxxxx

Appears in 1 contract

Samples: Underwriting Agreement (Sg Blocks, Inc.)

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, LIRUM THERAPEUTICSCELLECTAR BIOSCIENCES, INC. By: Name: Sixxx Xxxxxx, PhD Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. [COMPANY] – Underwriting Agreement Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Firm Shares: [•] Number of Warrants: [.] Number of Option Shares: [•] Number of Option Warrants: [.] Public Offering Price per Share: $[•] Public Offering Price per Warrant: $[.] Underwriting Discount per Share: $[•] Underwriting Discount per Warrant: $[.] Underwriting Non-accountable expense allowance per Shareshare and warrant: $[•] Proceeds to Company per Share share and warrant (before expenses): $[•] [None. None. .] 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Cellectar Biosciences, Inc.)

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 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, LIRUM THERAPEUTICSS.E. ASIA EMERGING MARKET CO., INC. LTD By: Name: Title: Confirmed as of Accepted on the date first written above, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: above written. MAXIM GROUP LLC Name: Title: ThinkEquity Maxim Group LLC. Number S.E. Asia Emerging Market Co., Ltd Gentlemen: Reference is made to the Final Prospectus 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 S.E. Asia Emerging Market Co., Ltd (before expenses): $[•] None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFthe “Company”), 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [dated ________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK 2010 (the “WarrantProspectus) certifies that). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $6,022,500 for value received, _____________ or its assigns the benefit of the Public Stockholders of the Company’s initial public offering (the “HolderUnderwriters”) is entitledand that, upon except for a portion of the terms and subject interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the limitations on exercise and Public Stockholders if the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior Company fails to at 5:00 p.m. (New York time) on consummate a Business Combination within 24 months from the date that is four of the Prospectus or (4iii) years following to the date that is one hundred eighty (180) days from Company after or concurrently with the Effective Date (the “Termination Date”) but not thereafter, to subscribe for consummation of a Business Combination. For and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the “Warrant Shares”)future as a result of, as subject to adjustment hereunderor arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The purchase price Print Name of one share Target Business Authorized Signature of Common Stock under this Warrant shall be equal to the Exercise PriceTarget Business S.E. Asia Emerging Market Co., as defined in Section 2(b).Ltd Gentlemen:

Appears in 1 contract

Samples: Underwriting Agreement (S.E. Asia Emerging Market Company., LTD)

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, LIRUM THERAPEUTICSEPIEN MEDICAL, INC. By: Name: Title: Xxxxxxxx Xxxxx Title Chief Executive 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: By: division of Benchmark Investments, LLC Name: Title: ThinkEquity LLC. XX Xxxxxx, division of Benchmark Investments, LLC Number of Firm Closing Units: [●] -Number of Closing Shares: [●] -Number of Closing Warrants: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Number of Representative’s Warrants: [●] Public Offering Price per Closing Unit: $[●] Public Offering Price per Option Share: $[●] Price per Option Warrant: $[●] Underwriting Discount per Closing Unit: $[●] Underwriting Discount per Option Share: $[] Underwriting Non-accountable expense allowance Discount per ShareOption Warrant: $[] Proceeds to Company per Closing Unit (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[] NoneProceeds to Company per Option Warrant (before expenses): $[●] 1. NoneXxxxxxxx X. Xxxxx 2. Xxxxx X. Xxxxxx 3. Xxxxxxxx X. Xxxxx, CPA 4. Xxxxxxx X. Xxxxxx, M.D. 5. Xxxxxx X. Xxxxxx, DPM 6. Xxxx Xxxxx 7. Dr. Xxxx Xxxxx 8. Xx. Xxxxxxx Xxxxxxx 9. Xxxx Xxxxxxxx, M.D. 10. Xxxxxx X. Xxxxxxxxx Trust U/A/D December 15, 2005 11. Xxxxx Xxxxxx 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITYXX XXXXXX, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTBENCHMARK INVESTMENTS, INC., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYXX XXXXXX, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTBENCHMARK INVESTMENTS, INC., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Epien Medical, Inc.)

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, LIRUM THERAPEUTICS, INCALTAMIRA THERAPEUTICS LTD. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. 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): $[•] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________None.] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant SharesNone.] ThinkEquity LLC 00 Xxxxx Xxxxxx, 41st Floor New York, NY 10004 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: _______ THIS WARRANT TO PURCHASE COMMON STOCK The undersigned understands that ThinkEquity LLC (the “WarrantRepresentative) certifies that), for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitledwith Altamira Therapeutics Ltd., upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, an exempted company limited by shares incorporated in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation Bermuda (the “Company”), up to ______ providing for the public offering (the “Public Offering”) of shares of Common Stockcommon stock, par value $0.001 CHF 0.20 per share, of the Company (the “Warrant Common Shares”). To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending three months after the date of the Underwriting Agreement relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of the undersigned or a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made; (f) the receipt by the undersigned from the Company of Common Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer of Common Shares or any securities convertible into Common Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made within three (3) months after the date of the Underwriting Agreement, and after such three (3) month period, if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to adjustment hereunder. The purchase price the terms of one share this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Pricing Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Stock Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under this Warrant shall be equal the Exchange Act for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the Exercise Priceextent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (j) the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Shares involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes of clause (j) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 2(b13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting shares of the Company. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement. (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension.

Appears in 1 contract

Samples: Underwriting Agreement (Altamira Therapeutics Ltd.)

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, LIRUM THERAPEUTICSCERES, INC. By: Name: Title: By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. Aegis Capital Corp. 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): $[•] [None. .] [None. .] 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE CLOSING DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT •], 2015 AND IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC2019., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Ceres, Inc.)

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 yoursMAIA Biotechnology, LIRUM THERAPEUTICS, INC. Inc. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. LLC Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Firm Share/Option Share: $[•] Public Offering Price per Firm Pre-Funded Warrant/Option Pre-Funded Warrant: $[•] Underwriting Discount per Firm Share/Option Share: $[•] Underwriting Discount per Share: $[•] Underwriting NonFirm Pre-accountable expense allowance per ShareFunded Warrant/Option Pre-Funded Warrant: $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant/Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm Share: $[•] None. None. •Vxxx Xxxxx •Sxxxxx X. Xxxxxxxx •Mxxxxx Xxxxxxx •Jxxxxx X. XxXxxxx •Sxxxxx Xxxxxxx •Rxxxxx Xxxxxxxx •Lxxxx Xxxx Xxx •Cxxxxxxx Xxxxx •Sxxx Xxxxx •Jxxx-Xxxxxxx Xxxxxxxx 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC.THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING], 2023. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING], 2028. WARRANT TO PURCHASE COMMON STOCK Warrant Shares: _______ [•] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ ThinkEquity LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 [•], 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four five (45) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICSMAIA Biotechnology, INC.Inc., a Delaware corporation (the “Company”), up to ______ [•] shares of Common Stock, par value $0.001 0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. Provided, however, if the Holder exercises its over-allotment option in full, the Holder shall be entitled to receive up to an additional [•] Warrant Shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (MAIA Biotechnology, Inc.)

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 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, LIRUM THERAPEUTICSNYIAX, INC. By: Name: . Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Xxxxxxx Xxxxxxxxx Title: ThinkEquity LLC. CEO WestPark Capital, Inc. TOTAL 1,875,000 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): $[•] None. None. $ 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS (180) FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITYWestPark Capital, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC.Inc., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., _______________ OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [March ________________] _ [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [September___________________] _ [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: :_______ Initial Exercise Date: THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) five years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICSNYIAX, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stockcommon stock, $0.0001 par value $0.001 per shareshare (the “Common Shares”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Nyiax, Inc.)

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, LIRUM THERAPEUTICSCHINA COMMERCIAL CREDIT, INC. By: Name: Huichun Qin Title: Chief Executive Officer Confirmed as of the date first written above, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 2 hereto: By: Name: Title: ThinkEquity LLC. CCC International Investment Holding Ltd. Wujiang Luxiang Information Technology Consulting Co. Ltd. Xxxxxxx Securities Inc. Axiom Capital Management, Inc. Number of Firm Shares: [•] Number of Option Additional Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[•] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (China Commercial Credit Inc)

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 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, LIRUM THERAPEUTICS, 57TH STREET GENERAL ACQUISITION CORP. By: Name: Title: Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. By: Name: Title: Confirmed Xxxxxx Xxxxxx & Co. Inc. 1. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation. The Company is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the character of its operations requires such qualification or licensing, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the date first written above, on behalf of itself Company. 2. All issued and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. 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): $[•] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, outstanding securities of the Company (including, without limitation, the “Warrant Shares”), as Placement Warrants) have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof are not subject to adjustment hereunderpersonal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Certificate of Incorporation or Bylaws of the Company. The purchase price offers and sales of one share the outstanding Common Stock were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized and, to such counsel’s knowledge, outstanding capital stock of the Company is as set forth in the Prospectus. 3. The Securities have been duly authorized and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders. The Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Certificate of Incorporation or Bylaws of the Company. When issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby and such Warrants are enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the Securities are in due and proper form. 4. The Placement Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby, and such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. A sufficient number of shares of Common Stock have been reserved for issuance upon exercise of the Placement Warrants. The shares of Common Stock underlying the Placement Warrants will, upon exercise of the Warrants and payment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to preemptive or, to such counsel’s knowledge, similar rights that entitle or will entitle any person to acquire any securities from the Company upon issuance thereof. 5. This Agreement, the Warrant Agreement, the Services Agreement, the Trust Agreement, the Escrow Agreement and the Subscription Agreement have each been duly and validly authorized and constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under this Warrant shall the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be equal subject to the Exercise Priceequitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 6. The execution, delivery and performance of this Agreement, the Warrant Agreement, the Escrow Agreement, the Trust Agreement, the Services Agreement and the Subscription Agreement and compliance by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Securities, do not and will not, with or without the giving of notice or the lapse of time, or both, (a) to such counsel’s knowledge, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company, or (c) to such counsel’s knowledge, violate any United States statute or any judgment, order or decree, rule or regulation applicable to the Company of any court, United States Federal, state or other regulatory authority or other governmental body having jurisdiction over the Company, its properties or assets. 7. The Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates appeared on their face to comply as to form in all material respects with the requirements of the Act and Regulations. The Securities and all other securities issued or issuable by the Company conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. The descriptions in the Registration Statement, the Sale Preliminary Prospectus and in the Prospectus, insofar as such statements constitute a summary of statutes, legal matters, contracts, documents or proceedings referred to therein, fairly present in all material respects the information required to be shown with respect to such statutes, legal matters, contracts, documents and proceedings, and such counsel does not know of any statutes or legal or governmental proceedings required to be described in the Sale Preliminary Prospectus and the Prospectus that are not described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or included as exhibits to the Registration Statement that are not described or included as required. 8. The Registration Statement is effective under the Act. To such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or threatened under the Act or applicable state securities laws. 9. The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in Section 2(b)the Investment Company Act of 1940, as amended. 10. To such counsel’s knowledge, there is no action, suit or proceeding before or by any court of governmental agency or body, domestic or foreign, now pending, or threatened against the Company that is required to be described in the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (57th Street General Acquisition Corp)

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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 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, LIRUM THERAPEUTICSCUTANEA LIFE SCIENCES, INC. By: Name: Title: Confirmed as of Accepted on the date first written aboveabove written. BXXXX XXXXXX, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: CARRET & CO., LLC Name: Title: ThinkEquity LLC. 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): $[•] None. None. Rxxxxx & Rxxxxxx, LLC 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED AND EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITYBXXXX XXXXXX, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INCCARRET & CO., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYBXXXX XXXXXX, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTCARRET & CO., INC.LLC, OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] _ [DATE THAT IS 180 DAYS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERINGPROSPECTUS]. VOID AFTER 5:00 P.M., P.M. EASTERN TIME, [___________________] _ [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS THE FROM THE EFFECTIVE DATE OF THE OFFERINGPROSPECTUS]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Cutanea Life Sciences Inc)

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, LIRUM THERAPEUTICS, INC. IMMURON LIMITED By: Name: Thxxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Erxx Xxxx Title: ThinkEquity LLC. Head of Investment Banking/Underwritings PHARMAUST – Underwriting Agreement Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Additional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Number of Firm Shares: [•] Number of Firm Warrants: [•] Number of Option Shares: [•] Number of Option Warrants: [•] Public Offering Price per Option Share: $[•] Public Offering Price per Option Warrant: $[•] Underwriting Discount per ShareFirm Security: $[•] Underwriting Non-accountable expense allowance per ShareFirm Securities: $[•] Proceeds to Company per Share Firm Security (before expenses): $[•] [None. .] [None. .] Thxxxx Xxxxxxx Jexxx Xxxxxxxx Dr Dax Xxxxx Phxxxxx Xxxxx Pexxx Xxxxxxx Dr. Xxxxx Xxxxx Pexxx Xxxxxxxxxx Daxxxx Xxxxxxx Stxxxxx Xxxxxxxxxx Raxx Xxxxxxxxxxx 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INCJOXXXX XXXXXX & CO., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INCJOXXXX XXXXXX & CO., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK ORDINARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 , 2017 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is four five (45) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICSImmuron Limited, INC., a Delaware an Australian corporation (the “Company”), up to ______ shares of Common StockOrdinary Shares, no par value $0.001 per sharevalue, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Immuron LTD)

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, LIRUM THERAPEUTICS, INC. By: Name: Xxxxxxx Xxxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Xxxxx Xxxxx Title: ThinkEquity Chief Executive Officer Titan Partners Group LLC. , a division of American Capital Partners, LLC By: Name: Title: 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 Accountable Expense Allowance per Firm Share: $[•] Proceeds to Company $ Non-Accountable Expense Allowance per Share (before expenses): $[•] None. None. Option Share: $ 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 202[●] (THE EFFECTIVE DATE (DEFINED BELOWDATE”) TO ANYONE OTHER THAN (I) THINKEQUITYBOUSTEAD SECURITIES, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYBOUSTEAD SECURITIES, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERLLC. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM ●], 2023 (THE EFFECTIVE DATE OF THE OFFERING]ISSUANCE). VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [●], 202_ (THE DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE COMMENCEMENT OF SALES OF SHARES IN THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Turbo Energy, S.A.)

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, LIRUM THERAPEUTICSAccustem Sciences, INC. Inc. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC By: Name: Title: Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity LLCLLC . TOTAL 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): $[] [None. .] [None. .] 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC.THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________, 2023] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________, 2027] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 , 2016 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four five (45) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICSAccustem Sciences, INC.Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Accustem Sciences Inc.)

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, LIRUM THERAPEUTICS, INC. By: __________________________ Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Exxx Xxxx Title: ThinkEquity LLC. Head of Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. Number of Firm Shares: [] Number of Option Shares: [] Public Offering Price per Share: $[] Underwriting Discount per Share: $[] Underwriting Nonnon-accountable expense allowance per Share: $[] Proceeds to Company per Share (before expenses): $[] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject The Company shall be credited by an amount equal to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, 50% of the Company (underwriting discount and non-accountable expense allowance at Closing for sale of Shares to investors listed on Schedule A annexed hereto; which shall reduce the “Warrant Shares”)aggregate Underwriting Discount and Underwriting non-accountable expense allowance. Free writing prospectus filed with the SEC on [ ], as subject to adjustment hereunder2018 1. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Mxxxxx Xxxxx 2. Nxxx Xxxxxx 3. Dxxxx Xxxxxxx 4. Rxxxxx Xxxxxx 5. Cxxxx Xxxxxxxxxxxx 6. Mxxxxxx Xxxxxxx 7. Bxxxx Xxxxxxx 8. Cxxxxxxxxxx Xxxxxx 9. Axxxx Fund

Appears in 1 contract

Samples: Underwriting Agreement (Bridgeline Digital, Inc.)

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, LIRUM THERAPEUTICS, INC. By: Name: Xxxxxxx Xxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Xxxxx Xxxxx Title: ThinkEquity LLC. Chief Executive Officer Boustead Securities, LLC [● ] [● ] TOTAL [● ] [● ] 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 Non-accountable expense allowance Discount per Option Share: $[] Proceeds to Company Non-accountable Expense Allowance per Share (before expenses): Firm Share: $[] Non-accountable Expense Allowance per Option Share: $[●] None None 1. None[INSERT] 2. [INSERT] 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING SEPTEMBER [●], 2023, WHICH IS THE COMMENCEMENT OF SALES OF COMMON STOCK IN THE OFFERING, (THE “EFFECTIVE DATE (DEFINED BELOWDATE”) TO ANYONE OTHER THAN (I) THINKEQUITYBOUSTEAD SECURITIES, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER AN OFFICER, PARTNER, REGISTERED PERSON OR PARTNER AFFILIATE OF THINKEQUITYBOUSTEAD SECURITIES, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERLLC. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO For the Purchase of [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares Shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (CleanCore Solutions, Inc.)

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, LIRUM THERAPEUTICSMARPAI, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC By: Name: Title: MARPAI INC. – UNDERWRITING AGREEMENT Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre-Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC. LLC Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Share: $[•] Public Offering Price per Pre-Funded Warrant: [•] Underwriting Discount per Share: $[•] Underwriting Discount per Pre-Funded Warrant: [•] Underwriting Non-accountable expense allowance Allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[•] Proceeds to Company per Pre-Funded Warrants: [•] Free writing prospectus filed with the Commission on [•], 2023. Written Testing-the-Waters Communications None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFList of Lock-Up Parties Xxxxxxx Xxxxxxxx Chief Executive Officer, 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Secretary and Director Xxxxx Xxxxxxx Chief Financial Officer Xxxxx Xxxxxx Chief Operating Officer Xxxxx Xxxxx Chairman of the Board of Directors Xxxxxx Xxxxxxxxx Director Xxxxx Xxxx Director Xxxxxx Xxxxxxx Director Xxxxxxx Xxxx Director Xxxxxxx XxXxxxxxx Director Other Stockholders: Xxxx Finger Warrant Shares: _______ Issue Date: , 2023 THIS WARRANT TO PURCHASE PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, Issue Date and until this Warrant is exercised in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date full (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICSMarpai, INC.Inc., a Delaware corporation (the “Company”), up to ______ shares of Common StockStock (as subject to adjustment hereunder, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Marpai, Inc.)

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, LIRUM THERAPEUTICS, INC. SKYSTAR BIO-PHARMACEUTICAL COMPANY By: Name: Title: Confirmed as of the date first written aboveXXXXXX & XXXXXXX, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: LLC By: Name: Title: ThinkEquity LLC. 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): $[•] None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OPTION FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITYXXXXXX & XXXXXXX, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYXXXXXX &RENSHAW, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT OPTION IS NOT EXERCISABLE PRIOR TO [________________] _ [DATE THAT IS 180 DAYS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERINGPROSPECTUS]. VOID AFTER 5:00 P.M., P.M. EASTERN TIME, [___________________] _ [DATE THAT IS FOUR THREE YEARS AND 180 DAYS THE FROM THE EFFECTIVE DATE OF THE OFFERINGPROSPECTUS]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).PURCHASE OPTION

Appears in 1 contract

Samples: Underwriting Agreement (Skystar Bio-Pharmaceutical Co)

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, LIRUM THERAPEUTICS, INCPASITHEA THERAPEUTICS CORP. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: division of Benchmark Investments, LLC By: Name: Title: ThinkEquity LLC. XX Xxxxxx, division of Benchmark Investments, LLC TOTAL Number of Firm SharesUnits: [•[ ] Number of Option Shares: [•[ ] Number of Option Warrants: [ ] Public Offering Price per ShareFirm Unit: $[•[ ] Public Offering Price per Option Share and Option Warrant: [ ] Underwriting Discount per ShareFirm Unit: $[•[ ] Underwriting Discount per Option Share and Option Warrant: [ ] Underwriting Non-accountable expense allowance Expense Allowance per ShareFirm Unit: $[•[ ] Proceeds to Company per Share Firm Unit (before expenses): $[ ] Proceeds to Company per Option Share and Option Warrant (before expenses): [ ] FWP filed with the Commission on [ ]. [None.] None. None. [ ] 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITING AGREEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITYXX XXXXXX, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTBENCHMARK INVESTMENTS, INC.LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYXX XXXXXX, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTBENCHMARK INVESTMENTS, INC.LLC, OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING[ ], 20211. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]2, 2026. Warrant Shares: _______ [ ] THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ XX Xxxxxx, division of Benchmark Investments, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 [ ], 20213 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (such date, the “Termination Date”) that is five (5) years following the effective date of the offering, but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC.Pasithea Therapeutics Corp., a Delaware corporation (the “Company”), up to ______ [ ] shares of Common Stock, par value $0.001 0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Pasithea Therapeutics Corp.)

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, LIRUM THERAPEUTICSFUNCTION(X), INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: ThinkEquity LLC. Aegis Capital Corp. 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): $[•] [None. .] [None. .] 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Function(x) Inc.)

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, LIRUM THERAPEUTICS, INC. TOWERSTREAM CORPORATION By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC. By: Name: Xxxx Xxxx Title: ThinkEquity LLC. Head of Investment Banking/Underwritings Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Preferred Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Option Shares and Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Number of Firm Shares: [•] Number of Firm Preferred Shares: [__] Number of Option Shares: [•] Number of Option Warrants: [•] Public Offering Price per Firm Share: $[•] Public Offering Price per Firm Warrant: $[•] Public Offering Price per Firm Preferred Share: $[•] Underwriting Discount per ShareFirm Security: $[•] Underwriting Non-accountable expense allowance per ShareFirm Security: $[•] Proceeds to Company per Share Firm Security (before expenses): $[•] [None. .] Written Testing-the-Waters Communications [None. .] Xxxxxx Xxxx Xxxxxx Xxxxxx Xxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxx Xxxxxx X. Xxxxxxxx, M.D. Xxxx Xxxxxxx Xxxxxxx X. Xxxx Xxxxxx XxxXxxx HS Contrarian Investments, LLC 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INCXXXXXX XXXXXX & CO., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INCXXXXXX XXXXXX & CO., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR THREE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 , 2018 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is four three (43) years following the effective date that is one hundred eighty of the registration statement on Form S-1 (180File No. 333-219024) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC.Towerstream Corporation, a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Towerstream Corp)

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 Underwriter 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, LIRUM THERAPEUTICS, INC. By: Name: J. Xxxxxx Xxxxxx Title: Chief Executive Officer Confirmed as of the date first written above, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 heretoUnderwriter: By: Name: Xxxxx X. Xxxxxxxxxx Title: ThinkEquity LLC. Number Director of Firm SharesInvestment Banking Network 1 Financial Securities, Inc. [*] [*] [*] [*] [*] TOTAL: [*] Number Per Share Minimum Maximum Written Testing-the-Waters Communications List of Option Shares: Lock-Up Parties [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting NonForm of Lock-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[•] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________Up Agreement] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME2017 Network 1 Financial Securities, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant SharesInc. Galleria, Penthouse 0 Xxxxxx Xxxxxx, Xxxxxxxx 0 Xxx Xxxx, XX 00000 Ladies and Gentlemen: _______ THIS WARRANT TO PURCHASE COMMON STOCK This Lock-Up Agreement (this “Agreement”) is being delivered to Network 1 in connection with the proposed Underwriting Agreement (the “WarrantUnderwriting Agreement”) certifies thatbetween Genprex, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC.Inc., a Delaware corporation (the “Company”), up and Network 1 Financial Securities, Inc. (“Network 1”), as underwriter (the “Underwriter”), and the other parties thereto (if any), relating to ______ the proposed initial public offering (the “Offering”) of shares of Common Stockcommon stock, par value $0.001 per shareshare (the “Common Stock ”), of the Company Company. In order to induce Network 1 to enter into the Underwriting Agreement, and in light of the benefits that the offering of the Common Stock will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on and including the date of this Agreement through and including the date that is the 180th day after the date of the Underwriting Agreement (the “Warrant Lock-Up Period”), the undersigned will not, without the prior written consent of Network 1, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock now owed or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended, and as the same may be amended or supplemented on or after the date hereof from time to time (the “Securities Act”) (such shares, the “Beneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Common Stock. The undersigned acknowledges and agrees that any sales after the Lock-Up Period shall be conducted in connection with a registration statement or an exemption from registration and that the Company will analyze such exemptions with reference to the Undersigned’s status as an affiliate or non-affiliate of the Company as provided by Rule 144. If (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as subject applicable, unless the Underwriter waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to adjustment hereunderthe extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its shareholders after the initial public offering date. If the undersigned is an officer or director of the Company, (i) Network 1 agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, Network 1 will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by Network 1 hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The purchase price provisions of one share this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. The restrictions set forth in the immediately preceding paragraph shall not apply to: (1) if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned, (c) as a bona fide gift to a charity or educational institution, or (d) if the undersigned is or was an officer, director or employee of the Company, to the Company pursuant to the Company’s right of repurchase upon termination of the undersigned’s service with the Company; (2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value; (3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value; (4) the exercise by the undersigned of any stock option(s) issued pursuant to the Company’s existing stock option plans, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided, that, the Common Stock received upon such exercise shall remain subject to the restrictions provided for in this Agreement; (5) the exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided, that, the Common Stock received upon such exercise shall remain subject to the restrictions provided for in this Agreement; (6) the occurrence after the date hereof of any of (a) an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of 100% of the voting securities of the Company, (b) the Company merges into or consolidates with any other entity, or any entity merges into or consolidates with the Company, (c) the Company sells or transfers all or substantially all of its assets to another person, or (d) provided, that, the Common Stock received upon any of the events set forth in clauses (a) through (c) above shall remain subject to the restrictions provided for in this Warrant Agreement; (7) transfers consented to, in writing by Network 1; provided, however, that in the case of any transfer described in clause (1), (2) or (3) above, it shall be equal a condition to the Exercise Pricetransfer that (A) the transferee executes and delivers to Network 1, acting on behalf of the Underwriter, not later than one business day prior to such transfer, a written agreement, in substantially the form of this Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the undersigned and not to the immediate family of the transferee) and otherwise satisfactory in form and substance to Network 1, and (B) if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock or Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares during the Lock-Up Period, the undersigned shall include a statement in such report to the effect that, in the case of any transfer pursuant to clause (1) above, such transfer is being made as a gift or by will or intestate succession or, in the case of any transfer pursuant to clause (2) above, such transfer is being made to a shareholder, partner or member of, or owner of a similar equity interest in, the undersigned and is not a transfer for value or, in the case of any transfer pursuant to clause (3) above, such transfer is being made either (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as defined the case may be, or all or substantially all of the undersigned’s assets or (b) to another corporation, partnership, limited liability company or other business entity that is an affiliate of the undersigned and such transfer is not for value. In addition, the restrictions set forth herein shall not prevent the undersigned from entering into a sales plan pursuant to Rule 10b5-1 under the Exchange Act after the date hereof, provided that (i) a copy of such plan is provided to Network 1 promptly upon entering into the same and (ii) no sales or transfers may be made under such plan until the Lock-Up Period ends or this Agreement is terminated in Section 2(baccordance with its terms. For purposes of this paragraph, “immediate family” shall mean a spouse, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the undersigned; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act; (8) the exchange or conversion by the undersigned of any securities exchangeable for or convertible into shares of Common Stock; provided, that, the Common Stock received upon such exchange or conversion shall remain subject to the restrictions provided for in this Agreement; and (9) Transfers of shares of Common Stock in connection with transactions relating to shares of Common Stock acquired in open market transactions after the completion of the Offering.

Appears in 1 contract

Samples: Underwriting Agreement (Genprex, Inc.)

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, LIRUM THERAPEUTICSSG BLOCKS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: THINKEQUITY A Division of Fordham Financial Management, Inc. Name: Title: ThinkEquity LLC. ThinkEquity, a division of Fordham Financial Management, Inc. Pricing Information Number of Firm Shares: [•[ ] Number of Pre-Funded Warrants: [ ] Number of Option Shares: [•[ ] Public Offering Price per Firm Share/Option Share: $[•[ ] Public Offering Price per Pre-Funded Warrant: $[ ] Underwriting Discount per Firm Share / Option Share: $[•[ ] Underwriting NonDiscount per Pre-accountable expense allowance per ShareFunded Warrant: $[•[ ] Proceeds to Company per Firm Share / Option Share (before expenses): $ Proceeds to Company per Pre-Funded Warrant (before expenses): $[•[ ] Free Writing Prospectus, dated [ ] None. 1. NoneXxxx X. Xxxxxx 2. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERXxxxx Xxxxxxxxxx 3. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]Xxxxxxxxxxx Xxxxxx 4. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Xxxxx X. Xxxxx

Appears in 1 contract

Samples: Underwriting Agreement (Sg Blocks, Inc.)

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 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. [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, LIRUM THERAPEUTICS, INC. By: Name: Mxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. EX Xxxxxx, division of Benchmark Investments, LLC [●] [●] TOTAL [●] [●] 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 Non-accountable expense allowance Discount per Option Share: $[__] Proceeds to Company per Firm Share (before expenses): $[__] Proceeds to Company per Option Share (before expenses): $[__] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS 180 DAYS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE DATE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE OFFERING]SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS THIS SECURITY AND 180 DAYS FROM THE EFFECTIVE DATE SECURITIES ISSUABLE UPON EXERCISE OF THE OFFERING]THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Warrant Shares: _______ THIS Initial Exercise [●]1 This REPRESENTATIVE’S PURCHASE WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 the date referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), and on or prior to at 5:00 p.m. (New York City time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date [●]2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC.Atlas Lithium Corporation, a Delaware Nevada corporation (the “Company”), up to ______ [●] shares of Common Stock(as subject to adjustment hereunder, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Atlas Lithium Corp)

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, LIRUM THERAPEUTICSACTIVECARE, INC. By: Name: Xxxxxxx X. Xxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Xxxx Xxxx Title: ThinkEquity Head of Investment Banking/Underwritings Xxxxxx Xxxxxx & Co., LLC. Total: 000 ,000 000 ,000 Number of Firm Shares: [●] Number of Firm Warrants: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Firm Share (with accompanying Firm Warrant): $[●] Underwriting Discount per Firm Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[] Proceeds to Company per Firm Share (with accompanying Firm Warrant) (before expenses): $[] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INCXXXXXX XXXXXX & CO., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INCXXXXXX XXXXXX & CO., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER, OR (III) AS OTHERWISE PERMITTED BY FINRA RULE 5110(G). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [Warrant Shares: Initial Exercise Date: ________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ 2017 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ______ __1 (the , 2017 1(the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), and on or prior to at 5:00 p.m. (New York time) the close of business on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date __________, 20212 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICSActiveCare, INC.Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock(as subject to adjustment hereunder, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Activecare, Inc.)

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, LIRUM THERAPEUTICSPROFESSIONAL DIVERSITY NETWORK, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: ThinkEquity LLC. [COMPANY] – UNDERWRITING AGREEMENT Aegis Capital Corp. Number of Firm Shares: [•] Number of Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable Accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[•] [None. None. .] 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________[ ] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE ONE YEAR AFTER DATE OF THE OFFERINGEFFECTIVENESS]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________[ ] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE AFTER DATE OF THE OFFERINGEFFECTIVENESS]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Professional Diversity Network, 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, LIRUM THERAPEUTICSSMTP, INC. By: :_____________________________ Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: :________________________________ Name: Title: ThinkEquity LLC. [COMPANY] – UNDERWRITING AGREEMENT Aegis Capital Corp. TOTAL 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): $[•] [None.] [None.] 1. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERPurchase Warrant. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Aegis Capital Corp. (“Holder”), as registered owner of this Purchase Warrant, to SMTP, Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________] [DATE THAT IS 180 DAYS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER ] (the “Commencement Date”), and at or before 5:00 P.M.p.m., EASTERN TIMEEastern time, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK ] (the “Warrant) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Expiration Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for for, purchase and purchase from LIRUM THERAPEUTICSreceive, INC., a Delaware corporation (the “Company”)in whole or in part, up to [______ ] shares of Common Stockcommon stock of the Company, par value $0.001 per share, of the Company share (the “Warrant Shares”), as subject to adjustment hereunderas provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[___] per Share [125% of the price of the Shares sold in the Offering]; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).term “

Appears in 1 contract

Samples: Underwriting Agreement (SMTP, Inc.)

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, LIRUM THERAPEUTICSSURGIVISION, INC. By: Name: Title: Confirmed as of Accepted on the date first written aboveabove written. XXXXXX & XXXXXXX, on behalf of itself LLC, as Underwriter and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. 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 Newbridge Securities Corporation NEITHER THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (before expenses): $[•] None. NoneTHE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS (1) YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (Ii) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERINGOFFERING (DEFINED BELOW), OR (IIii) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERDEALER WHO AGREES TO BE BOUND BY A LOCKUP AGREEMENT. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERINGPROSPECTUS]. VOID AFTER 5:00 P.M., P.M. EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE (5) YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERINGPROSPECTUS]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).PURCHASE WARRANT

Appears in 1 contract

Samples: Underwriting Agreement (Surgivision Inc)

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, LIRUM THERAPEUTICS, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Kxxxx Xxxxx Title: ThinkEquity LLC. Chief Executive Officer TOTAL [*] [*] 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 Accountable Expense Allowance per Firm Share: $[*] Proceeds to Company Non-Accountable Expense Allowance per Share (before expenses): $Option Share: [*] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME2023 Boustead Securities, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies thatLLC 6 Xxxxxxx, for value receivedXxxxx 000 Irvine, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).CA 92618

Appears in 1 contract

Samples: Underwriting Agreement (Zerospo)

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, LIRUM THERAPEUTICS, INC. CBL INTERNATIONAL LIMITED By: Name: Title: Title Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. Pacific Century Securities, LLC [___] TOTAL [___] Number of Firm Shares: [•] Number of Option Shares: [•__] Public Offering Price per Firm Share: $[__] Underwriting Discount per Firm Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•__] Proceeds to Company per Firm Share (before expenses): $[•] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant SharesPacific Century Securities, LLC Ladies and Gentlemen: _______ THIS WARRANT TO PURCHASE COMMON STOCK The undersigned understands that Pacific Century Securities, LLC (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC.CBL International Limited, a Delaware corporation Cayman Islands company (the “Company”), up to ______ shares providing for the public offering (the “Public Offering”) of Common Stockordinary shares, par value $0.001 0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (CBL International LTD)

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, LIRUM THERAPEUTICS, INC. TOWERSTREAM CORPORATION By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC. By: Name: Xxxx Xxxx Title: ThinkEquity LLC. Head of Investment Banking/Underwritings Underwriter Total Number of Firm Shares to be Purchased Total Number of Firm Preferred Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Option Shares and Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Number of Firm Shares: [•] Number of Firm Preferred Shares: [•] Number of Option Shares: [•] Number of Option Warrants: [•] Public Offering Price per Firm Share: $[•] Public Offering Price per Firm Warrant: $[•] Public Offering Price per Firm Preferred Share: $[•] Underwriting Discount per ShareFirm Security: $[•] Underwriting Non-accountable expense allowance per ShareFirm Security: $[•] Proceeds to Company per Share Firm Security (before expenses): $[•] [None. .] Written Testing-the-Waters Communications [None. .] Xxxxxx Xxxx Xxxxxx Xxxxxx Xxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxx Xxxxxx X. Xxxxxxxx, M.D. Xxxx Xxxxxxx Xxxxxxx X. Xxxx Xxxxxx XxxXxxx HS Contrarian Investments, LLC 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INCXXXXXX XXXXXX & CO., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INCXXXXXX XXXXXX & CO., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR THREE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 , 2018 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is four three (43) years following the effective date that is one hundred eighty of the registration statement on Form S-1 (180File No. 333-219024) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC.Towerstream Corporation, a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Towerstream Corp)

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, LIRUM THERAPEUTICS, BIOVIE INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: THINKEQUITY A Division of Fordham Financial Management, Inc. Name: Title: ThinkEquity LLC. ThinkEquity, a division of Fordham Financial Management, Inc.. [•] [•] [•] TOTAL [•] [•] [•] Number of Firm SharesUnits: [•] Number of Option Shares: [•] Number of Option Warrants: [•] Public Offering Price per Unit: $[•] Exercise Price per Warrant: $[•] Underwriting Discount per Unit: $[•] Underwriting Discount per Option Share: $[•] Underwriting Discount per ShareOption Warrant: $[•] Underwriting Non-accountable expense allowance per ShareUnit: $[•] Proceeds to Company per Unit (before expenses): $[•] Proceeds to Company per Option Share (before expenses): $[•] Proceeds to Company per Option Warrant (before expenses): $[•] None. None. Txxxxx Xxxxxx (as Chairman and Chief Executive Officer) Txxxxx Xxxxxx (as owner of at least 5% of the Company’s outstanding shares of Common Stock) Jxxxxxxx Xxxxx Jxxxxx Xxxxx Xxx Pxxxxxx Xxxxxxxx Pxxxxxxx Xxxxxxx Jxx Xxxx Cxxxx Do Hxxx Xxxxx Mxxxxxx Xxxxxxx Rxxxxxx X. Xxxxxx 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS [ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 20___1 _ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is four five (45) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC.BioVie Inc., a Delaware Nevada corporation (the “Company”), up to ______ shares of Common StockClass A common stock, par value $0.001 0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Biovie Inc.)

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 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. [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, LIRUM THERAPEUTICS, INC. By: Name: Mxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. EX Xxxxxx, division of Benchmark Investments, LLC [●] [●] TOTAL [●] [●] Number of Firm SharesUnits: [__] Number of Option SharesUnits: [__] Public Offering Price per ShareFirm Unit: $[__] Public Offering Price per Option Unit: $[__] Underwriting Discount per ShareFirm Unit: $[__] Underwriting Non-accountable expense allowance Discount per ShareOption Unit: $[__] Proceeds to Company per Share Firm Unit (before expenses): $[__] Proceeds to Company per Option Unit (before expenses): $[__] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS 180 DAYS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE DATE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE OFFERING]SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS THIS SECURITY AND 180 DAYS FROM THE EFFECTIVE DATE SECURITIES ISSUABLE UPON EXERCISE OF THE OFFERING]THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Warrant Shares: _______ THIS Initial Exercise [●] Issue Date: [●] This REPRESENTATIVE’S PURCHASE WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 the date referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), and on or prior to at 5:00 p.m. (New York City time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date [●] (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC.Atlas Lithium Corporation, a Delaware Nevada corporation (the “Company”), up to ______ [●] shares of Common Stock(as subject to adjustment hereunder, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Atlas Lithium Corp)

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, LIRUM THERAPEUTICS, iSPECIMEN INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: THINKEQUITY A Division of Fordham Financial Management, Inc. Name: Title: ThinkEquity LLC. [Signature Page] iSPECIMEN Inc. – Underwriting Agreement ThinkEquity, a division of Fordham Financial Management, Inc. 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): $[•] NoneFree writing prospectus filed with the Commission on [•], 202[•]. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 , 20[•] which is six months from the Effective Date (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A5110(g)(8)(a), prior to at 5:00 p.m. (New York time) on the date that is four five (45) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, iSPECIMEN INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (iSpecimen Inc.)

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, LIRUM THERAPEUTICS, INC. By: Name: Xxxxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC. LLC 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): $[•] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Tivic Health Systems, Inc.)

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, LIRUM THERAPEUTICSKIPS BAY MEDICAL, INC. By: Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: ThinkEquity LLC. Aegis Capital Corp. 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): $[·] [None. None. .] The Underwriters’ Information shall include the following: the table of Underwriters under the first paragraph, the concession figure appearing in the seventh paragraph, the information contained under the sub-heading “Electronic Offer, Sale and Distribution of Shares,” the information contained under the sub-heading “Stabilization,” the information contained under the sub-heading “Passive market making” and the information contained under the sub-heading “Offer Restrictions Outside the United States.” Xxxxx Xxxxxxxxx Kips Bay Investments, LLC Xxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxx XxXxxxxx Arch X. Xxxxx Xxxxxx X. Xxxxxxxxxxx Xxxxxx X. Xxxxxx 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________[ ] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE ONE YEAR AFTER DATE OF THE OFFERINGEFFECTIVENESS]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________[ ] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE AFTER DATE OF THE OFFERINGEFFECTIVENESS]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Kips Bay Medical, Inc.)

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, LIRUM THERAPEUTICS, INC. By: Name: Xxxxxx Xxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Xxxxx Xxxxx Title: ThinkEquity LLC. Chief Executive Officer TOTAL [*] [*] 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 Accountable Expense Allowance per Firm Share: $[*] Proceeds to Company Non-Accountable Expense Allowance per Share (before expenses): $Option Share: [*] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 20[●] (THE EFFECTIVE DATE (DEFINED BELOWDATE”) TO ANYONE OTHER THAN (I) THINKEQUITYBOUSTEAD SECURITIES, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYBOUSTEAD SECURITIES, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERLLC. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING], 2022. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 202___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Hempacco Co., Inc.)

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, LIRUM THERAPEUTICSMARPAI, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: THINKEQUITY A Division of Fordham Financial Management, Inc. Name: Title: ThinkEquity LLC. ThinkEquity, a division of Fordham Financial Management, Inc. 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): $[•] NoneFree writing prospectus filed with the Commission on [•], 2021. None. [Intentionally Omitted] 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ Initial Exercise Date: [•], 2022 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 [•], 2022 which is six months from the Effective Date (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A5110(g)(8)(a), prior to at 5:00 p.m. (New York time) on the date that is four five (45) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICSMARPAI, INC., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stockclass A common stock, par value $0.001 0.0001 per share, of the Company (the “Warrant SharesCommon Stock”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Marpai, Inc.)

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 usbelow. Very truly yours, LIRUM THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. The Benchmark Company, LLC BROOKLINE CAPITAL MARKETS a division of Arcadia Securities, LLC Total: 000 ,000 000 ,000 Number of Firm Shares: [●] Number of Firm Warrants: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Public Offering Price per Firm Share (with accompanying Firm Warrant): $[●] Underwriting Discount per Firm Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[] Proceeds to Company per Firm Share (with accompanying Firm Warrant) (before expenses): $[•] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Jerrick Media Holdings, Inc.)

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, LIRUM THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. 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 Non-accountable expense allowance Discount per Option Share: $[] Proceeds to Company Non-accountable Expense Allowance per Share (before expenses): Firm Share: $[] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO Non-accountable Expense Allowance per Option Share: $[________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M.●] Boustead Securities, EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK LLC (the “WarrantRepresentative”) certifies that6 Venture, for Xxxxx 000 Xxxxxx, XX 00000 Ladies and Gentlemen: The undersigned, a holder of common stock, par value received, _____________ or its assigns $0.001 (the HolderCommon Stock) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior or rights to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafteracquire Common Stock, to subscribe for and purchase from LIRUM THERAPEUTICSof Know Labs, INC., a Delaware corporation Inc. (the “Company”) understands that you, as Representative of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, providing for the public offering (the “Public Offering”) by the several Underwriters named a schedule to the Underwriting Agreement (the “Underwriters”), up to ______ of shares of Common Stock, par value $0.001 per share, Stock of the Company (the “Warrant SharesSecurities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to enter into the Underwriting Agreement and to proceed with the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees for the benefit of the Company, you and the other Underwriters that, without the prior written consent of the Representative on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending six months after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), as subject (1) offer, pledge, sell, contract to adjustment hereunder. The purchase price sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock, any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of one share disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of Common Stock under this Warrant shall the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be equal settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the Exercise Priceregistration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, as defined in Section 2(b)sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Appears in 1 contract

Samples: Underwriting Agreement (Know Labs, Inc.)

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, LIRUM THERAPEUTICSSENSUS HEALTHCARE, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: XXXXXX XXXXXX & CO., LLC. Name: Xxxx Xxxx Title: ThinkEquity Head of Investment Banking/Underwritings Xxxxxx Xxxxxx & Co., LLC. Feltl and Company, Inc. Neidiger, Tucker, Bruner, Inc. Number of Firm Shares: [•] Number of Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance Expense Allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[•] [ADD] [None. None. .] 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITYXXXXXX XXXXXX & CO., A DIVISION OF FORDHAM FINANCIAL MANAGEMENTLLC, FELTL AND COMPANY, INC., NEIDIGER, TUCKER, BRUNER, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYXXXXXX XXXXXX & CO., A DIVISION OF FORDHAM FINANCIAL MANAGEMENTLLC, FELTL AND COMPANY, INC., NEIDIGER, TUCKER, BRUNER, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Sensus Healthcare, Inc.)

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, LIRUM THERAPEUTICS, INC. By: Name: Xxxxx Xxxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Xxxxx Xxxxx Title: ThinkEquity LLC. Chief Executive Officer TOTAL [*] [*] 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 Accountable Expense Allowance per Firm Share: $[*] Proceeds to Company Non-Accountable Expense Allowance per Share (before expenses): $Option Share: [*] None. None. 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 BY ITS ACCEPTANCE HEREOF, THAT IT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING [DATE], WHICH IS THE COMMENCEMENT OF SALES OF COMMON STOCK IN THE OFFERING: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITYOFFICERS OR PARTNERS OF BOUSTEAD SECURITIES LLC, A DIVISION EACH OF FORDHAM FINANCIAL MANAGEMENTWHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION ACCORDANCE WITH THE OFFERINGFINRA CONDUCT RULE 5110(E)(1), OR (IIB) A BONA FIDE OFFICER CAUSE THIS PURCHASE WARRANT OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY SUCH UNDERWRITER HEDGING, SHORT SALE, DERIVATIVE, PUT OR SELECTED DEALERCALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________DATE] [DATE THAT IS 180 DAYS FROM (THE EFFECTIVE DATE OF THE OFFERING]ISSUANCE). VOID AFTER 5:00 P.M., EASTERN TIME, [___________________DATE] [(THE DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE COMMENCEMENT OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE SALES OF COMMON STOCK IN THE OFFERING (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(bAS DEFINED BELOW).

Appears in 1 contract

Samples: Underwriting Agreement (Actelis Networks Inc)

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 Underwriter 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, LIRUM THERAPEUTICSKINGOLD JEWELRY, INC. By: Name: Jia Zhi Hong Title: Confirmed as of the date first written aboveChairman and Chief Executive Officer XXXXXX & XXXXXXX, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: LLC By: Name: Title: ThinkEquity LLC. 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): $[•] None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OPTION FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITYXXXXXX & XXXXXXX, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYXXXXXX & XXXXXXX, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT OPTION IS NOT EXERCISABLE PRIOR TO [________________] _ [DATE THAT IS 180 DAYS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERINGPROSPECTUS]. VOID AFTER 5:00 P.M., P.M. EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder[DATE THAT IS FOUR YEARS THE FROM DATE OF THE PROSPECTUS]. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).COMMON STOCK PURCHASE OPTION

Appears in 1 contract

Samples: Underwriting Agreement (Kingold Jewelry, Inc.)

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, LIRUM THERAPEUTICSINTERCLOUD SYSTEMS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: ThinkEquity LLC. Aegis Capital Corp. 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): $[•] [None. .] [None. .] 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Intercloud Systems, Inc.)

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, LIRUM THERAPEUTICS, CONTEXT THERAPEUTICS INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity LLC[ISSUER] – UNDERWRITING AGREEMENT ThinkEquity, a division of Fordham Financial Management, Inc. . 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): $[•] [None. .] Written Testing-the-Waters Communications [None.] List of Lock-Up Parties See attached. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 , 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is four five (45) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC.Context Therapeutics Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 0.001] per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Context Therapeutics Inc.)

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, LIRUM THERAPEUTICSKIPS BAY MEDICAL, INC. By: Name: Xxxxx Xxxxxx Title: Chief Financial Officer, Chief Operating Officer, Vice President of Finance, and Secretary Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Several Underwriters named on Schedule 1 hereto: By: SUNRISE SECURITIES CORP. Name: Title: ThinkEquity LLC. Sunrise Securities Corp. 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): $[·] [None. None. .] The Underwriters’ Information shall include the following: the table of Underwriters under the first paragraph, the concession figure appearing in the seventh paragraph, the information contained under the sub-heading “Electronic Offer, Sale and Distribution of Shares,” the information contained under the sub-heading “Stabilization,” the information contained under the sub-heading “Passive market making” and the information contained under the sub-heading “Offer Restrictions Outside the United States.” Xxxxx Xxxxxxxxx Kips Bay Investments, LLC Xxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxx XxXxxxxx Arch X. Xxxxx Xxxxxx X. Xxxxxxxxxxx Xxxxxx X. Xxxxxx 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., SUNRISE SECURITIES CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., SUNRISE SECURITIES CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________[ ] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE ONE YEAR AFTER DATE OF THE OFFERINGEFFECTIVENESS]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________[ ] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE AFTER DATE OF THE OFFERINGEFFECTIVENESS]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Kips Bay Medical, Inc.)

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 Agreement shall constitute a binding agreement between us. Very truly yours, LIRUM THERAPEUTICS, BLACKBOXSTOCKS INC. By: Name: Title: Xxxx Xxxxxx President and Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: ALEXANDER CAPITAL, L.P. By: Name: Title: ThinkEquity LLC. Xxxxxxxx Xxxxxx Managing Director [Blackboxstocks Inc. – Underwriting Agreement Signature Page] Alexander Capital, L.P. [●] [●] [____] [●] [●] TOTAL [●] [●] 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): $[] None. None. 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Blackboxstocks Inc.)

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 usbelow. Very truly yours, LIRUM THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. Number On behalf of Firm Shares: [•] Number each 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): $[•] the Underwriters The Benchmark Company, LLC None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFThe Benchmark Company, AGREES THAT IT WILL NOT SELLLLC 100 Xxxx 00xx Xx, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL00xx Xxxxx Xxx Xxxx, TRANSFERXX 00000 Ladies and Gentlemen: The undersigned understands that The Benchmark Company, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK LLC (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC.Ambow Education Holding Ltd., a Delaware corporation Cayman Islands holding company (the “Company”), up providing for the public offering (the “Public Offering”) of American Depositary Shares (“ADSs”), with each ADS representing the right to ______ shares of Common Stockreceive two Class A ordinary shares, par value $0.001 US$0.003 per share, of the Company share (the “Warrant Ordinary Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to and collectively, the Exercise Price, as defined in Section 2(b“Securities”).

Appears in 1 contract

Samples: Underwriting Agreement (Ambow Education Holding Ltd.)

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, LIRUM THERAPEUTICSAZITRA, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC By: Name: Title: ThinkEquity LLCLLC . TOTAL [●] [●] 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): $[] [None. .] [None. .] [●] 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 THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC.THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 , 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four five (45) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICSAzitra, INC.Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Azitra Inc)

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