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.)
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-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. [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-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 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. 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, 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. [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 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. 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 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. 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 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, 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 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, 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 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 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 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. [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 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 yours, LIRUM THERAPEUTICS, INC. Foremost Lithium Resource & Technology Ltd. By: Name: Xxxxx Xxxxxxx Title: President and Chief Executive Officer, Director 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 TOTAL Number of Firm Common Units: Number of Pre-funded Units: Number of Option Shares: Up to [•] Number of Option SharesPre-Funded Warrants: Up to [•] Number of Option Warrants: Up to [•] Public Offering Price per ShareCommon Unit: $[•] Public Offering Price per Pre-funded Unit: $[•] Underwriting Discount per ShareCommon Unit: $[•] Underwriting Discount per Pre-Funded Unit; $[•] Underwriting Non-accountable expense allowance per Common Unit: $[•] Underwriting Non-accountable expense allowance per SharePre-funded Unit: $[•] Proceeds to Company per Share Common Unit (before expenses): $[•] Proceeds to Company per Pre-funded 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.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 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 , 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 THERAPEUTICS, INC.Foremost Lithium Resource & Technology Ltd., a Delaware corporation British Columbia company (the “Company”), up to ______ shares of Common Stockcommon shares, no par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one common 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 (Foremost Lithium Resource & Technology 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, CEA INDUSTRIES 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 Firm Pre-Funded Warrants: [ ] Number of Firm Warrants: [ ] Number of Option Shares: [•Up to [ ] Number of Option Pre-Funded Warrants: Up t o [ ] 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: $0.00001 Underwriting Discount per Firm Share: $[ ] Underwriting Discount per Firm Pre-Funded Warrant; $[ ] Underwriting Discount per Firm Warrant: $0.0000007 Underwriting Non-accountable expense allowance per Firm Share: $[•[ ] Underwriting Non-accountable expense allowance per ShareFirm Pre-Funded Warrant: $[•[ ] Underwriting Non-accountable expense allowance per Firm Warrant: $0.0000001 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. Axxxxxx X. XxXxxxxx Jxxxx X. Xxxxxxx Nxxxxxxx X. Xxxxx Mxxxxx Xxxxxxxxxxx Txxx X Xxxxxxx Bxxxx Xxxxxx Jxxx X. Xxxxxx Evergreen Capital Management 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, 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 , 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 THERAPEUTICS, INC.CEA Industries Inc., a Delaware Nevada 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
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, INCMAPI – PHARMA LTD. 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. Aegis Capital Corp. TOTAL Number of Firm Shares: [•] Number of Option Shares: [•] Number of Shares to Company Introduced Investors: [•] Number of Shares to China Investors: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Credit per Share for Company Introduced Investors and China Investors: $[•] Proceeds to Company per Share (before expenses): $[•] None. None. Company Introduced Investors: [•] China Investors: [•] 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 OFFERINGDATE]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERINGDATE]. 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
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 of Option SharesSecurities: [•*] Public Offering Purchase Price per Share: $[•*] Underwriting Discount (7%) per Share: $[•*] Underwriting Non-accountable expense allowance Advisory Fee (1.5%) per Share: $[•*] Proceeds to Company per Share (before expenses): $[•*] None. None. Written Testing-the-Waters Communications List of Lock-Up Parties THE REGISTERED HOLDER OF THIS PURCHASE WARRANT WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER TRANSFER, ASSIGN, PLEDGE OR ASSIGN HYPOTHECATE 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 OF THE OFFERING (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM NETWORK 1 FINANCIAL MANAGEMENTSECURITIES, 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 NETWORK 1 FINANCIAL MANAGEMENTSECURITIES, 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 CLOSING DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________[ ] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE CLOSING 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
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, LQR HOUSE INC. By: Name: Xxxx Xxxxxxxxx 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: division of Benchmark Investments, LLC By: Name: Title: ThinkEquity LLC. XX Xxxxxx, division of Benchmark Investments, 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) 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
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. [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. 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: PACIFIC CENTURY SECURITIES, LLC 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 Cayman Islands corporation (the “Company”), up to ______ shares providing for the public offering (the “Public Offering”) of Common Stockordinary shares, 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
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 THERAPEUTICSNUVECTIS PHARMA, INC. By: Name: Rxx Xxxxxxx, M.B.A. 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 Underwriters named on Schedule 1 hereto: By: Name: Title: NUVECTIS PHARMA, INC. – Underwriting Agreement ThinkEquity LLC. 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): $[•] [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 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)(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 THERAPEUTICSNuvectis Pharma, INC.Inc., a Delaware corporation (the “Company”), up to ______ 4.0% of the shares of new shares of Common StockStock issued in the Company's initial public offering, excluding overallotment shares, 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
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)(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 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 1 contract
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
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
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
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
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 THERAPEUTICSURBAN-GRO, 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. 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 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 , 2021 (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 THERAPEUTICSurban-gro, 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
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: 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 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): $[•] 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 10 Xxxxx Xxxxxx, 41st Floor New York, New York 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 Vitro Biopharma, 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 Nevada corporation (the “Company”), up to ______ providing for the public offering (the “Public Offering”) of shares of Common Stockcommon stock, par value $0.001 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 twelve (12) months after the date of the Underwriting Agreement relating to the Public Offering in the case of the Company’s directors and officers and six (6) months after the date of the Underwriting Agreement in the case of any other holder of outstanding securities (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 [90] days after the date of the Underwriting Agreement, and after such [90]th day, 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 stock 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
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 THERAPEUTICSSUN BIOPHARMA, 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. Lake Street Capital Markets, LLC Number of Firm Shares: [•] Number of Firm Warrants: [•] Number of Option Shares: [•] Number of Option Warrants: [•] Warrant Exercise Price: [•] Public Offering Price per Firm Share: $[•] Underwriting Discount per Firm Share: $[•] Public Offering Price per Firm Warrant: $[•] Underwriting Discount per Firm Warrant: $[•] Underwriting Non-accountable expense allowance per Firm Share: $[•] Underwriting Non-accountable expense allowance per ShareFirm Warrant: $[•] Proceeds to Company per Firm Share (before expenses): $[•] NoneProceeds to Company per Firm Warrant (before expenses): $[•] Xxxxxxx Xxxxxx Xxxxxx X. Xxxx Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxxx J. Xxxxxx Xxxxxxx, Xx. None. Xxxx X. Xxxxxxxx D. Xxxxxx Xxxxxxx Xxxx X. Xxxxxxxxxx Xxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxxx X. XxXxxxx III 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
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, RENNOVA HEALTH 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, [:____________________ Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC. By:____________________________ Name: Xxxx Xxxx Title: Head of Investment Banking/Underwritings Number of Firm Series A Units: [•] Number of Firm Series B Units: [•] Number of Option Shares: [•] Number of Option Preferred Shares: [•] Number of Option Warrants: [•] Public Offering Price per Firm Series A Unit: $[•] Public Offering Price per Firm Series B Unit: $[•] Underwriting Discount per Firm Series A Unit: $[•] Underwriting Discount per Firm Series B Unit: $[•] Underwriting Non-accountable expense allowance per Firm Series A Unit: $[•] Underwriting Non-accountable expense allowance per Firm Series B Unit: $[•] Proceeds to Company per Firm Series A Unit (before expenses): $[•] Proceeds to Company per Firm Series B Unit (before expenses): $[•] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. None.] Xxxxxx Xxxxx Xxxxxx X. Xxxx Xxxxx X. Xxxxx Dr. Xxxx Xxxxxxxx Xxxxxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxxx Xxx 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)(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 THERAPEUTICSRennova Health, INC.Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 0.01 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
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, KARAT PACKAGING INC. By: Name: Title: Confirmed as of the date first written aboveAxxx Xx, on behalf of itself and Chief Executive Officer NATIONAL SECURITIES CORPORATION, as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. Number Jxxxxxxx X. Xxxx, EVP – Head of Firm Shares: Investment Banking National Securities Corporation [•] Number of Option Shares: Loop Capital Markets LLC [•] National Securities Corporation 200 Xxxxx Xxxxxx, 25th Floor New York, New York 10281 Re: Karat Packaging Inc. – Initial Public Offering Price per ShareLadies and Gentlemen: $[•] 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 you, 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 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 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.Karat Packaging Inc., a Delaware corporation (the “Company”), up relating to ______ a proposed offering (the “Offering”) of shares of Common Stockthe Company’s common stock, par value $0.001 per shareshare (the “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, and 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, 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 or sale 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) that was in effect prior to the date hereof. 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 or (B) upon a vesting event of any equity award granted under any stock incentive plan or stock purchase plan of the Company, as defined provided that any filing under Section 16 of the Exchange Act with regard to (A) or (B) shall clearly indicate in Section 2(b)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
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
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 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. Dxxxxx Xxxxx Securities, Inc. Cxxxxxx & Co., LLC Number of Firm SharesShares underlying the Units: [•●] Number of Option SharesFirm Warrants underlying the Units: [•●] Public Offering Price per Unit: $[●] Value of each Unit attributable to Firm Share: $[•●] Value of each Unit attributable each Firm Warrant: $[●] Underwriting Discount per ShareUnit: $[•●] Underwriting Non-accountable expense allowance per ShareUnit: $[•●] Proceeds to Company per Share Unit (before expenses): $[•●] None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFPrice per Option Share: $[●] Underwriting Discount per Option Share: $[●] Price per Option Warrant: $[●] Underwriting Discount per Option Warrant: $[●] Dxxxxx Xxxxx 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 (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).Inc.
Appears in 1 contract
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 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: 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: $[•●] None. None. Non-accountable Expense Allowance per Option Share: $[●] None None [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 [●], 2024, 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
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 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
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
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
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
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 THERAPEUTICSALFI, 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: 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 Firm Share: $[•●] Public Offering Price per Firm Warrant: $[●] Public Offering Price per Option Share: $[●] Public Offering Price per Option Warrant: $[●] Underwriting Discount per Firm Share: $[•●] Underwriting Discount per Firm Warrant: $[●] Underwriting Discount per Option Share: $[●] Underwriting Discount per Option Warrant: $[●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Firm Warrant (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] Proceeds to Company per Option Warrant (before expenses): $[●] Underwriting Non-accountable expense allowance per Firm Share: $[•] Proceeds to Company per Share ●]
1. As filed with the Securities and Exchange Commission on March , 2021.
1. Xxx Aerospace, Inc.
2. Xxx Xxx
3. Xxxx Xxxxxxx (before expenses): $[•] Noneor the trust)
4. NoneXxxx Xxxx 5. 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).Xxxxxxx Raglan Xxxxxxx
Appears in 1 contract
Samples: Underwriting Agreement (Alfi, 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. 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: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: ThinkEquity LLC. Head of Investment Banking [SIGNATURE PAGE] 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 OR CAUSE THIS PURCHASE WARRANT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE ECONOMIC DISPOSITION OF 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 (For 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 Purchase of [ ] 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
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)
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. 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, INCDogness (International) Corporation. By: Name: Sxxxxx Xxxx Title: Confirmed Chief Executive Officer Spartan Securities Group Ltd By: Name: Mxxxx Xxxxxx Title: CEO
(i) The Company conducts substantially all of its PRC operations and generates substantially all of its PRC revenue through Dongguan Intelligent Technology (Dongguan) Co., Ltd. and Dogness Jiasheng Enterprise Co., Ltd, wholly owned enterprises, formed under the laws of the People’s Republic of China (the “PRC”) (collectively referred to hereinafter as the “PRC Entities”).
(ii) Each of the PRC Entities has been duly established, is validly existing as a company in good standing under the laws of the PRC, has the corporate power and authority to own, lease and operate its property and to conduct its business as described in the Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, singly or in the aggregate, reasonably be expected to result in a material adverse change in the general affairs, business or prospects, assets, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”). Except as disclosed in the Prospectus, each PRC Entity has applied for and obtained all requisite business licenses, clearance and permits required under PRC law as necessary for the conduct of its businesses as described in the Registration Statement, the Pricing Prospectus and the Prospectus, and each PRC Entity has complied in all material respects with all PRC laws in connection with foreign exchange, including without limitation, carrying out all relevant filings, registrations and applications for relevant permits with the PRC State Administration of Foreign Exchange and any other relevant authorities, and all such permits are validly subsisting. The registered capital of each PRC Entity has been fully paid up in accordance with the schedule of payment stipulated in its respective articles of association, governance documents, approval document, certificate of approval and legal person business license (hereinafter referred to as the “Establishment Documents”) and in compliance with PRC laws and regulations, and there is no outstanding capital contribution commitment for any PRC Entity. The Establishment Documents of the PRC Entities have been duly approved in accordance with the laws of the PRC and are valid and enforceable. The business scope specified in the Establishment Documents of each PRC Entity complies with the requirements of all relevant PRC laws and regulations. The outstanding equity interests of each PRC Entity is owned of record by the respective entities or individuals identified as the registered holders thereof in the Prospectus.
(iii) None of the PRC Entities nor any of their properties, assets or revenues are entitled to any right of immunity on the grounds of sovereignty from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from services of process, from attachment prior to or in aid of execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment.
(iv) It is not necessary that this Agreement, the Registration Statement, the Prospectus or any other document be filed or recorded with any governmental agency, court or other authority in the PRC.
(v) No transaction, stamp, capital or other issuance, registration, transaction, transfer or withholding taxes or duties are payable in the PRC by or on behalf of the Underwriter to any PRC taxing authority in connection with (i) the issuance, sale and delivery of the Best Efforts Shares by the Company and the delivery of the Best Efforts Shares to or for the account of the Underwriter, (ii) the purchase from the Company and the initial sale and delivery by the Underwriter of the Best Efforts Shares to purchasers thereof, or (iii) the execution and delivery of this Agreement.
(vi) The Company has taken all necessary steps to strive to comply with, and to ensure compliance by all of the Company’s direct or indirect shareholders and option holders who are PRC residents with, any applicable rules and regulations of the PRC State Administration of Foreign Exchange of the PRC (the “SAFE Rules and Regulations”).
(vii) The Company is aware of, and has been advised as to, the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated on August 8, 2006 (as amended on June 22, 2009) by the PRC Ministry of Commerce, the PRC State Assets Supervision and Administration Commission, the PRC State Administration of Taxation, the PRC State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) and the PRC State Administration of Foreign Exchange (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles controlled directly or indirectly by PRC-incorporated companies or PRC residents and established for the purpose of obtaining a stock exchange listing outside of the PRC to obtain the approval of the CSRC prior to the listing and trading of their securities on any stock exchange located outside of the PRC. The Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and the Company understands such legal advice. In addition, the Company has communicated such legal advice in full to each of its directors that signed the Registration Statement and each such director has confirmed that he or she understands such legal advice.
(viii) The issuance and sale of the Best Efforts Shares, the listing and trading of the Shares on The NASDAQ Global Market and the consummation of the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are not and will not be, as of the date first written abovehereof and at the Closing Time, affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules, including the guidance and notices issued by the CSRC on behalf September 8 and September 21, 2006 (together with the M&A Rules, the “M&A Rules and Related Clarifications”).
(ix) The Company has taken all necessary steps to ensure compliance by each of itself its shareholders, option holders, directors, officers and as Representative employees that is, or is directly or indirectly owned or controlled by, a PRC resident or citizen with any applicable rules and regulations of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. Number relevant PRC government agencies (including but not limited to the PRC Ministry of Firm Shares: [•] Number Commerce, the PRC National Development and Reform Commission and the PRC State Administration of Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds Foreign Exchange) relating 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 overseas investment by PRC residents and citizens (the “WarrantPRC Overseas Investment and Listing Regulations”), including, requesting each shareholder, option holder, director, officer, employee and participant that is, or is directly or indirectly owned or controlled by, a PRC resident or citizen to complete any registration/filing and other procedures required under applicable PRC Overseas Investment and Listing Regulations.
(x) certifies thatAs of the date hereof, for value receivedthe M&A Rules and Related Clarifications as well as SAFE Rules and Regulation, _____________ do not require the Company, its majority shareholder or its assigns directors to obtain the approvals of the CSRC and SAFE prior to the issuance and sale of the Best Efforts Shares, the listing and trading of the Shares on The NASDAQ Global Market, or the consummation of the transactions contemplated by this Agreement, the Registration Statement or the Prospectus.
(xi) Each of the PRC Entities is in compliance with all requirements under all applicable PRC laws and regulations to qualify for their exemptions from enterprise income tax or other income tax benefits (the “HolderTax Benefits”) is entitled, upon as described in the terms and subject to the limitations on exercise Registration Statement and the conditions hereinafter set forthProspectus, at and the actual operations and business activities of each such PRC Entity are sufficient to meet the qualifications for the Tax Benefits. No submissions made to any time on PRC government authority in connection with obtaining the Tax Benefits contained any misstatement or after _______1 omission that would have affected the granting of the Tax Benefits. No PRC Entity has received notice of any deficiency in its respective applications for the Tax Benefits, and the Company is not aware of any reason why any such PRC Entity might not qualify for, or be in compliance with the requirements for, the Tax Benefits.
(xii) The corporate structure of the Company and the PRC Entities (the “Initial Exercise DateCorporate Structure”) andcomplies, and after the consummation of the offering and sale of the Shares will comply, with all applicable laws, regulations, rules, orders, decrees, guidelines, notices or other legislation of the PRC, except as disclosed in accordance with FINRA Rule 5110(g)(8)(A)the Registration Statement and the Prospectus; the Corporate Structure has not been challenged by any PRC governmental agency and there are no legal, prior to at 5:00 p.m. arbitration, governmental or other proceedings (New York timeincluding, without limitation, governmental investigations or inquiries) 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 thereafterpending before or, to subscribe for the Company’s knowledge, threatened or contemplated by any PRC governmental agency in respect of the Corporate Structure; and purchase the Company reasonably believes that after the consummation of the offering and sale of the Shares, the Corporate Structure will not be challenged by any PRC governmental agency.
(xiii) No PRC Entity is currently prohibited, directly or indirectly, from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up paying any dividends to ______ shares of Common Stock, par value $0.001 per share, of the Company (or the “Warrant Shares”Company’s subsidiary that holds the outstanding equity interest of such PRC Entity), as subject to adjustment hereundercompliance with the relevant procedures, approval and rules for such distribution, and approval stipulated by the appropriate government authorities. The purchase price of one share of Common Stock under this Warrant shall be equal No PRC Entity is prohibited, directly or indirectly, from making any other distribution on any PRC Entity’s equity capital, from repaying to the Exercise PriceCompany any loans or advances to such PRC Entity from the Company or any of the Company’s subsidiaries.
(xiv) All local and national PRC governmental tax holidays, exemptions, waivers, financial subsidies, and other local and national PRC tax relief, concessions and preferential treatment enjoyed by any PRC Entity as defined described in Section 2(b)the Registration Statement and the Prospectus are valid, binding and enforceable and do not violate any laws, regulations, rules, orders, decrees, guidelines, judicial interpretations, notices or other legislation of the PRC.
Appears in 1 contract
Samples: Underwriter Agreement (Dogness (International) 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 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
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 THERAPEUTICSHEAT BIOLOGICS, INC. By: Name: Jexxxxx Xxxx Title: Chairman, CEO 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: Thxxxx X. Xxxxxxx Title: ThinkEquity LLC. Managing Director, Investment Banking 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 by the Representative Number of Additional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative A.G.P./Alliance Global Partners Arcadia Securities Maxim Group LLC SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Warrants: [•] Number of Option Shares: [•] Number of Option Warrants: [•] Public Offering Price per Firm Share: $[•] Public Offering Price per Firm Warrant: [•] Firm Warrant Exercise Price: [•] Underwriting Discount per Firm Share: $[•] Underwriting Non-accountable expense allowance Discount per ShareFirm Warrant: $[•] Proceeds to Company per Firm Share (before expenses): $[•] Proceeds to Company per Firm Warrant (before expenses): [•] None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFJexxxxx Xxxx Jexx Xxxxxxxx, AGREES THAT IT WILL NOT SELLPh.D. Wixxxxx X. Xxxxxxxxx Joxx Xxxxxxx, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLPh.D. Edxxxx X. Xxxxx, TRANSFERIII Joxx X.X. Xxxxxxxxxxx, ASSIGNPh.D. A.G.P./Alliance Global Partners 590 Xxxxxxx Xxxxxx, 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) THINKEQUITY00xx Xxxxx Xxx Xxxx, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTXxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that A.G.P./Alliance Global Partners, 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 of the several underwriters (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitledwith Heat Biologics, 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 providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to ______ the Underwriting Agreement (the “Underwriters”) of shares of Common Stockcommon stock, par value $0.001 0.0002 per share, of the Company (the “Warrant Shares”), as subject ) and warrants to adjustment hereunderpurchase shares of common stock. The purchase price of one share of Common Stock under this Warrant Capitalized terms used herein and not otherwise defined shall be equal to have the Exercise Price, as defined meanings set forth in Section 2(b)the Underwriting Agreement.
Appears in 1 contract
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 THERAPEUTICSTHARIMMUNE, 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 LLCLLC . 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 Discount per Pre-Funded Warrant: Underwriting Non-accountable expense allowance per Firm Share: $[•] Underwriting non-accountable expense allowance per Pre-Funded Warrant: Proceeds to Company per Firm Share (before expensesexpenses and non-accountable expense allowance): $Proceeds to Company per Pre-Funded Warrant (before expenses and non-accountable expense allowance): [•] 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: _______ Rxxxx Xxxxx Lxxxxxx Xxxxx Sxxxxxx Xxxxxxxxxxx, PharmD Lxxxx Xxx, MD Txxxxx Xxxx Kxxxx Xxxxxxxx Highpoint Pharmaceuticals LLC 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 THERAPEUTICSTharimmune, INC.Inc. (formerly Hillstream BioPharma, 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
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. Foremost Lithium Resource & Technology Ltd. By: Name: Xxxxx Xxxxxxx Title: President and Chief Executive Officer, Director 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 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 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 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 , 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 THERAPEUTICS, INC.Foremost Lithium Resource & Technology Ltd., a Delaware corporation British Columbia company (the “Company”), up to ______ shares of Common Stockcommon shares, no par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one common 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 (Foremost Lithium Resources & Technology 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 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 THERAPEUTICSKIPS BAY MEDICAL, INC. By: Name: Xxxxx Xxxxxxxxx Title: Confirmed as of Chairman and Chief Executive Officer 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: 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 OF THE REGISTRATION STATEMENT (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 OFFERINGREGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., P.M. EASTERN TIME, [___________________] _ [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERINGREGISTRATION STATEMENT. COMMON STOCK PURCHASE OPTION
1. Purchase Option. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of [ ]. Warrant Shares: (“Holder”), as registered owner of this Purchase Option, to Kips Bay Medical, Inc. (the “Company”), Holder is entitled, at any time or from time to time commencing one year from the effective date of the registration statement (the “Effective Date”), or ________________ THIS WARRANT TO PURCHASE COMMON STOCK [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT] (the “WarrantCommencement Date”) certifies that), for value receivedand at or before 5:00 p.m., Eastern Time, ___________________ or its assigns [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT] (the “HolderExpiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____] shares of common stock of the Company, par value $[______] per share (the “Shares”) subject to adjustment as provided in Section 6 hereof. If the Expiration Date is entitleda day on which banking institutions are authorized by law to close, upon then this Purchase Option may be exercised on the next succeeding day which is not such a day in accordance with the terms and subject herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the limitations on exercise and the conditions hereinafter set forth, Purchase Option. This Purchase Option is initially exercisable at any time on or after $[_______1 _] per Share (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 the Shares sold in the Offering); provided, however, that upon the occurrence of Common Stock under this Warrant shall be equal to any of the Exercise Price, as defined in Section 2(b).events specified in
Appears in 1 contract
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. NOVA MINERALS LIMITED 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: THINKEQUITY LLC By: Name: Title: ThinkEquity LLC. [_] [_] TOTAL [_] [_] Number of Firm SharesADSs: [•_] Number of Option SharesADSs: [•_] Public Offering Price per ShareFirm ADS: $[•_] Public Offering Price per Option ADS: $[_] Underwriting Discount per ShareFirm ADS: $[•_] Underwriting Non-accountable expense allowance Discount per ShareOption ADS: $[•_] Proceeds to Company per Share Firm ADS (before expenses): $[•_] Proceeds to Company per Option ADS (before expenses): $[_] None. None. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS 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 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 ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. 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 SharesADSs: _______ THIS WARRANT TO PURCHASE COMMON STOCK AMERICAN DEPOSITARY 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 (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 THERAPEUTICSNova Minerals Limited, INC., a Delaware corporation an Australian public company limited by shares (the “Company”), up to ______ American Depositary Shares (“ADS”) each ADS representing ___ ordinary shares of Common Stockthe Company, no par value $0.001 per share, of the Company share (the “Warrant Ordinary Shares”), as subject to adjustment hereunderhereunder (the “Warrant ADSs”). The purchase price of one share of Common Stock ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain underwriting agreement, dated as of [_], 2024 between the Company and ThinkEquity LLC, as representative of the underwriter(s) named therein.
Appears in 1 contract
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 Xxxxxxx Title: President and CEO 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 THE SECURITIES REPRESENTED BY THIS PURCHASE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. 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. NoneACCORDINGLY, THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. 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 (For 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 Purchase of [ ] 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
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 of Firm Shares: [•●] Number of Firm Warrants: [●] Warrants Number of Option Shares: [•●] Number of Option Warrants: [●] Warrants Public Offering Price per one Firm Share and one Warrant: $[●] Underwriting Discount per one Firm Share and one Warrant: $[●] (7.0%) Price per Option Share: $[•●] Underwriting Discount per Option Share: $[•●] Price per Option Warrant: $0.01 Underwriting Discount per Option Warrant: $0.0093 (7.0%) Non-accountable expense allowance per ShareShare and Warrant: $[•●] Proceeds to Company per Share (before expenses): $[•] None. None. 1.0%) 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 [●], 2021, WHICH IS THE COMMENCEMENT DATE OF SALES IN THE OFFERING (THE “EFFECTIVE DATE (DEFINED BELOWDATE”) TO ANYONE OTHER THAN (I) THINKEQUITYTHE BENCHMARK COMPANY LLC, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER 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 THE OFFICERS OR PARTNER PARTNERS, REGISTERED PERSONS OR AFFILIATES OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERBENCHMARK COMPANY LLC. 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, [___________________] [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, INC2026., 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
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 THERAPEUTICSEZFILL 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: By: Name: Title: ThinkEquity LLC. LLC 6,250,000 937,500 TOTAL 6,250,000 937,500 Number of Firm Shares: [•] 6,250,000 Number of Option Shares: [•] 937,500 Public Offering Price per Share: $[•] 4.00 Underwriting Discount per Share: $[•] 0.30 Underwriting Non-accountable expense allowance per Share: $[•] 0.04 Proceeds to Company per Share (before expenses): $[•] 3.66 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 , 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 THERAPEUTICSEzFill Holdings, 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
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: Dxxxxx Xxxxx Title: ThinkEquity LLC. Number Chief Compliance Officer 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): $[•] None. None. the Underwriters Wxxxxxx Xxxx Capital, 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) THINKEQUITYWALLACHBETH CAPITAL, 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 THINKEQUITYWALLACHBETH CAPITAL, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO NOVEMBER [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING●], 2020. 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, INC2024., 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 (SeqLL, 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. :
A. G.P./ALLIANCE GLOBAL PARTNERS Underwriter Total Number of Firm Shares: [•] Securities to be Purchased Number of Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds /Option Warrants to Company per Share be Purchased if the Over- Allotment Option is Fully Exercised by the Representative TOTAL
i) as a bona fide gift or gifts;
ii) to any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (before expenses): $[•] None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFfor purposes of this Letter Agreement, AGREES THAT IT WILL NOT SELL“immediate family” shall mean any relationship by blood, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLmarriage or adoption, TRANSFERnot more remote than first cousin);
iii) to any corporation, ASSIGNpartnership, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE 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;
iv) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (DEFINED BELOWa) TO ANYONE OTHER THAN to another corporation, partnership, limited liability company, trust or other business entity that is an Affiliate of the undersigned or (Ib) THINKEQUITYin the form of a distribution to limited partners, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTlimited liability company members or stockholders of the undersigned;
v) if the undersigned is a trust, 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
vi) by will, 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
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
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)
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
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 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. Xxxxx Xxxxxxxxxx Managing Director Network 1 Financial Securities, Inc. TOTAL Number of Firm SharesCommon Stock: [•] Number of Option Shares: [•] Public Offering Price per ShareUnit: $[•] $ Underwriting Discount per ShareUnit: $[•] $ Underwriting Non-accountable expense allowance per ShareUnit: $[•] $ Proceeds to Company per Share Unit (before expenses): $[•] None. None. $ Free Writing Prospectus, dated November __, 2019 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 OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE WARRANT BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (180) 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 OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). THIS PURCHASE WARRANT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]NOT EXERCISABLE PRIOR TO 1. 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, INC2., 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
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 THERAPEUTICSMUSCLE MAKER, INC. By: Name: Title: Mxxxxxx X. Xxxxx 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. Jxxxxxxx Xxxxxx Managing Director Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over- Allotment Option is Fully Exercised 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 OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE WARRANT BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITYALEXANDER CAPITAL, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., L.P. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYALEXANDER CAPITAL, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., L.P. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERDEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________●] [DATE THAT IS 180 ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________●] [DATE THAT IS FOUR FIVE (5) 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
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 THERAPEUTICSAPIMEDS PHARMACEUTICALS US, 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: Name: Title: ThinkEquity LLC. XX Xxxxxx 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): $[•●] [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.XX XXXXXX 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., XX XXXXXX 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 , 2025 (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 THERAPEUTICSApimeds Pharmaceuticals US, INC.Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $0.001 0.01 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 (Apimeds Pharmaceuticals US, 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 THERAPEUTICSNORTHWEST BIOTHERAPEUTICS, INC. By: Name: Xxxxx X. 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: AEGIS CAPITAL CORP. 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., 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 [________________] [ ], 2013 [DATE THAT IS 180 DAYS FROM THE EFFECTIVE ONE YEAR AFTER DATE OF THE OFFERINGEFFECTIVENESS]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [ ], 2017 [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 THERAPEUTICSNORTHWEST BIOTHERAPEUTICS, 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 (Northwest Biotherapeutics 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. 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 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 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. .] 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)(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 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 1 contract
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
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. BOXLIGHT CORPORATION 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: MXXXXXXX CAPITAL, INC. Name: Jxxxxxxx Xxxxxxxx Title: ThinkEquity LLC. President and CEO Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Mxxxxxxx Capital, 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 OR CAUSE THIS PURCHASE WARRANT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE ECONOMIC DISPOSITION OF 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 MANAGEMENTMXXXXXXX CAPITAL, 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 MANAGEMENTMXXXXXXX CAPITAL, 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).
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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 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
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
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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 Agreement shall constitute a binding agreement between us. Very truly yours, LIRUM THERAPEUTICS, BRANCHOUT FOOD INC. By: Name: Title: Exxx Xxxxx 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. Jxxxxxxx Xxxxxx Managing Director 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).
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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 THERAPEUTICSGLOBEIMMUNE, 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[SIGNATURE PAGE] GLOBEIMMUNE, INC. - 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 Aegis Capital Corp. Number of Firm Shares: [•—] Number of Option Shares: [•—] Public Offering Price per Share: $[•—] Underwriting Discount per Share: (for Firm Shares sold to existing Company stockholders): $[•—] Underwriting Discount per Share (for all other Shares): $[—] Underwriting Non-accountable expense allowance per Share: $[•—] Proceeds to Company per Share (before expensesexpenses for Firm Shares sold to existing Company stockholders): $[•—] Proceeds to Company per Share (before expenses for all other Shares): $[—] [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 REGISTRATION STATEMENT RELATING TO 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 REGISTRATION STATEMENT RELATING TO THE OFFERING].
1. Warrant Shares: _______ Purchase Warrant. THIS WARRANT TO PURCHASE COMMON STOCK CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Aegis Capital Corp. (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 Warrant, to subscribe for and purchase from LIRUM THERAPEUTICSGlobeImmune, INC.Inc., a Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [ ] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT RELATING TO THE OFFERING], except as provided in Section 6.4 hereof (the “Commencement Date”), and at or before the earlier of (a) 5:00 p.m., Eastern time, [ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT RELATING TO THE OFFERING] or (b) the Early Termination Date (as defined below) (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”), as subject to adjustment hereunderas provided in Section 6.1 hereof. The purchase 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 [150% of the price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Shares sold in
Appears in 1 contract
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. Underwriters Total Number of Firm Shares to be Purchased Xxxxxxx Securities Inc. Axiom Capital Management, Inc. ViewTrade Securities, 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 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 THERAPEUTICSMXXX GROUP, INC. By: Name: Title: Mxxxxxx Xxxx, President 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: JXXXXX XXXXXX & CO., LLC. Name: Exxx Xxxx Title: ThinkEquity Head of Investment Banking/Underwritings Jxxxxx Xxxxxx & Co., 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): $[•] [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, INCJXXXXX 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, INCJXXXXX 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 (the “Warrant”) certifies that, for value received, _____________ Jxxxxx Xxxxxx & Co., 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 , 2016 (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 THERAPEUTICSMxxx Group, INC.Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, $0.0001 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 under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 1 contract
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): $[•] None. None$ Ex. 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. 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
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
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 THERAPEUTICS, INC. By: :____________________________ Name: Xxxxxxx 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. :___________________________ Xxxxx Xxxxxxxxxx Managing Director Network 1 Financial Securities, Inc. Alexander Capital, L.P. Number of Firm SharesUnits: [•] Number of Option SharesUnits: [•] Public Offering Price per ShareUnit: $[•] $ Underwriting Discount per ShareUnit: $[•] $ Underwriting Non-accountable expense allowance per ShareUnit: $[•] $ Proceeds to Company per Share 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 OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE WARRANT BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (180) 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 DEALERDEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). 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 that1. VOID AFTER 5:00 P.M., for value receivedEASTERN TIME, _____________ 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)2.
Appears in 1 contract
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. If the foregoing correctly sets forth the understanding between the Underwriters Underwriters, the Company and the CompanySelling Stockholder, 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 THERAPEUTICSTHE GLADSTONE COMPANIES, INC. By: Name: Title: THE SELLING STOCKHOLDER THE GLADSTONE COMPANIES, 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: XX XXXXXX, division of Benchmark Investments, LLC By: Name: Xxx Xxxxxxxxxx Title: ThinkEquity LLCSupervisory Principal THE GLADSTONE COMPANIES, INC. – UNDERWRITING AGREEMENT XX Xxxxxx, division of Benchmark Investments, 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 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 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 List 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).Lock-Up Parties
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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):
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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 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: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: ThinkEquity LLC. Head of Investment Banking [SIGNATURE PAGE] 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 (For 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 Purchase of [ ] 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
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 THERAPEUTICSANNOVIS BIO, 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. . 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): $[•·] [None. .] [None. .] Sch.2-1 [To be completed by the Company.] Sch.3-1 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 OF THE UNDERWRITING AGREEMENT (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[ ]. .(1) VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING[ ]. .(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 , 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 (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 date of the Underwriting Agreement (as defined below), but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICSAnnovis Bio, INC.Inc., a Delaware corporation (the “Company”), up to ______ shares of Common StockStock(4), 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