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 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-non- compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-non- compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters Company and the CompanyRepresentative, 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 Date: By: Name: Title: Date: Cathay Securities, Inc. Number of the date first written aboveFirm Shares: 2,600,000 Number of Option Shares: 390,000 Public Offering Price per Share: Underwriting Discount per Share: Proceeds to Company per Share (before expenses): ________, on behalf of itself and as 2024 00 Xxxx Xxxxxx, Xxxxx 0000 New York, NY 10005 As Representative of the several Underwriters named on Schedule 1 heretoto the Underwriting Agreement Ladies and Gentlemen: 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 HEREOFThe undersigned understands that Cathay 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.Star Fashion Culture Holdings Limited, a Delaware corporation Cayman Islands company (the “Company”), up to ______ shares providing for the initial public offering (the “Public Offering”) of Common StockClass A ordinary shares, par value $0.001 US$0.00001 per share, of the Company (the “Warrant Shares”). To induce the Underwriter to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriter, the undersigned will not, during the period commencing on the date hereof and ending on ______ (180 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”)), (1) 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, now owned by the undersigned or any affiliate of the undersigned or with respect to which the undersigned or any affiliate of the undersigned has acquired the power of disposition; the shares of common stock owned by the undersigned are hereinafter referred to as 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 Lock-Up Securities, whether any such transaction is to be settled by delivery of shares of Lock-Up Securities, in cash or otherwise; (3) except as otherwise permissible under the Underwriting Agreement, 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 Underwriter 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 16(a) of the Securities Exchange Act of 1934, as subject amended (the “Exchange Act”), 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 adjustment hereundera family member or trust for the benefit of a family member (for purposes of this 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, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be; or
(e) the sales of Shares to cover the payment of the exercise prices or the payment of taxes associated with the exercise or vesting of equity awards under any equity compensation plan of the Company; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) or (d), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Underwriter a lock-up agreement substantially in the form of this lock-up agreement; and (iii) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made, except for a Form 5. The purchase price of one share of Common Stock under this Warrant shall be equal undersigned also agrees and consents to the Exercise Price, as defined Company’s entry of stop transfer instructions with the Company’s transfer agent against the transfer of the undersigned’s Lock-Up Securities except in Section 2(b)compliance with this lock-up agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (Star Fashion Culture Holdings LTD), Underwriting Agreement (Star Fashion Culture 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 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. 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. NoneJxxx “Hil” Dxxxx
2. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERLxxxx Xxxxxxx
3. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]Rxxx Xxxxxx
4. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]Mxxx Xxxx
5. 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 hereunderTxxxxx Xxxxxxxxxx
6. 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).Jxxxxxx Xxxxx
7. Mxxxx Xxxxxxx
Appears in 2 contracts
Samples: Underwriting Agreement (Digital Brands Group, Inc.), Underwriting Agreement (Digital Brands Group, Inc.)
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, LIRUM 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 yours, LIRUM THERAPEUTICS, FAT BRANDS INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: THINKEQUITY A Division of Fordham Financial Management, Inc. Name: Title: ThinkEquity LLC. ThinkEquity, a division of Fordham Financial Management, Inc. Number of Firm Shares: [•] Number of Firm Warrants: [•] Number of Option Shares: [•] Number of Option Warrants: [•] Public Offering Price per Shareone Share and [•] Warrant: $[•] Underwriting Discount per Share: $Share and [•] Underwriting Non-accountable expense allowance per ShareWarrant: $[•] Proceeds to Company per Share and Warrant (before expenses): $[•] [None. .] [None. .] [•] THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 , 2020 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is four five (45) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC.FAT Brands Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 2 contracts
Samples: Underwriting Agreement (Fat Brands, Inc), Underwriting Agreement (Fat Brands, Inc)
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between 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. 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 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 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. 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. EPSIUM ENTERPRISE LIMITED 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:
X. Xxxxx Capital LLC
X. Xxxxx Capital LLC 000 Xxxxxxx Xxxxxx New York, NY 10022 Ladies and Gentlemen: 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 undersigned understands that X. Xxxxx Capital 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.Epsium Enterprise Limited, a Delaware corporation British Virgin Islands company (the “Company”), up to ______ shares providing for the public offering (the “Public Offering”) of Common Stockordinary shares, par value $0.001 0.00002 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 the Exercise Price, as defined in Section 2(b)Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Epsium Enterprise LTD), Underwriting Agreement (Epsium Enterprise LTD)
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yoursMAIA Biotechnology, LIRUM THERAPEUTICS, INC. Inc. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. LLC Number of Firm Shares: [•] Number of Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[•] [None. .] [None. .] THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC.THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS DAYS] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 , 2022 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four five (45) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICSMAIA Biotechnology, INC.Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 2 contracts
Samples: Underwriting Agreement (MAIA Biotechnology, Inc.), Underwriting Agreement (MAIA Biotechnology, Inc.)
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, LIRUM THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. Number of Firm Shares: [•●] Number of Option Shares: [•●] Public Offering Price per Firm Share: $[•●] Public Offering Price per Option Share: $[●] Underwriting Discount per Firm Share: $[•●] Underwriting Non-accountable expense allowance Discount per Option Share: $[•●] Proceeds to Company Non-Accountable Expense Allowance per Share (before expenses): Firm Share: $[•●] Non-Accountable Expense Allowance per Option Share: $[●] [●] None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME2023 Boustead Securities, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies thatLLC 6 Xxxxxxx, for value receivedXxxxx 000 Irvine, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).CA 92618
Appears in 2 contracts
Samples: Underwriting Agreement (Rvelocity, Inc.), Underwriting Agreement (Rvelocity, Inc.)
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, LIRUM THERAPEUTICS, INC. By: Name: Xxxxxxx Xxxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Xxxxx Xxxxx Title: ThinkEquity LLC. Chief Executive Officer Number of Firm Shares: [•] Number of Option Shares: [•] Public Offering Price per Firm Share: $[•] $ Public Offering Price per Option Share: $ Underwriting Discount per Firm Share: $[•] $ Underwriting Discount per Option Share: $ Non-accountable expense allowance Accountable Expense Allowance per Firm Share: $[•] Proceeds to Company $ Non-Accountable Expense Allowance per Share (before expenses): $[•] None. None. Option Share: $ THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 202[●] (THE “EFFECTIVE DATE (DEFINED BELOWDATE”) TO ANYONE OTHER THAN (I) THINKEQUITYBOUSTEAD SECURITIES, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYBOUSTEAD SECURITIES, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALERLLC. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM ●], 2023 (THE EFFECTIVE DATE OF THE OFFERING]ISSUANCE). VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [●], 202_ (THE DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE COMMENCEMENT OF SALES OF SHARES IN THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 2 contracts
Samples: Underwriting Agreement (Turbo Energy, S.A.), Underwriting Agreement (Turbo Energy, S.A.)
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, LIRUM THERAPEUTICS, PINEAPPLE FINANCIAL INC. By: Name: Title: Confirmed as of the date first written above, above on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: EX XXXXXX, division of Benchmark Investments, LLC Name: Title: ThinkEquity LLC. EX Xxxxxx, division of Benchmark Investments, LLC [●] [●] TOTAL [●] [●] Number of Firm Shares: [•__] Number of Option Shares: [•__] Public Offering Price per Firm Share: $[•__] Public Offering Price per Option Share: $[__] Underwriting Discount per Firm Share: $[•__] Underwriting Non-accountable expense allowance Discount per Option Share: $[•__] Proceeds to Company per Firm Share (before expenses): $[•__] Proceeds to Company per Option Share (before expenses): $[__] None. None. [____________] THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITYEX XXXXXX, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTBENCHMARK INVESTMENTS, INC., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYEX XXXXXX, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTBENCHMARK INVESTMENTS, INC., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 2 contracts
Samples: Underwriting Agreement (Pineapple Financial Inc.), Underwriting Agreement (Pineapple Financial Inc.)
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usus as of the date first above written. Very truly yours, LIRUM THERAPEUTICS, INC. TC BIOPHARM (HOLDINGS) PLC By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: EX XXXXXX, division of Benchmark Investments, LLC Name: Title: ThinkEquity LLC. EX Xxxxxx, division of Benchmark Investments, LLC [●] [●] Number of Firm Shares: [•__] Number of Firm Warrants: [__] Number of Option Shares: [•__] Number of Option Warrants: [__] Public Offering Price per ShareFirm Security: $[•__] Public Offering Price per Option Security: $[__] Underwriting Discount per ShareFirm Security: $[•__] Underwriting Non-accountable expense allowance Discount per ShareOption Security: $[•__] Proceeds to Company per Share Firm Security (before expenses): $[•__] None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE Proceeds to Company per Option Security (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO before expenses): $[________________] None.
1. [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING●]
2. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] ●]
3. [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING●]
4. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).[●]
Appears in 2 contracts
Samples: Underwriting Agreement (TC BioPharm (Holdings) PLC), Underwriting Agreement (TC BioPharm (Holdings) PLC)
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, LIRUM 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: 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 Fxxxxx Group, Inc SIF Energy LLC Balance Labs, Inc. Jxxxx Xxx AJB Capital Yxxxxx Xxxx Mxxxxxx Xxxxxxxxx Avi Vaknin Dxxxxx Xxxxxx Jxxx Xxxxxxx Bxxxxxx Xxxxx Sxxx 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) 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: _______ Initial Exercise Date: ______, 2024 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 , 2024 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four five (45) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICSEzFill Holdings, 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 2 contracts
Samples: Underwriting Agreement (EzFill Holdings Inc), Underwriting Agreement (EzFill 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 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 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 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, CAMDEN LEARNING CORPORATION By: Name: Dxxxx Xxxxxxx Title: President and Chief Executive Officer Accepted on the date first above written. MXXXXX XXXXXX & CO. INC. By: Name: Title: Confirmed Managing Director Mxxxxx 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 Representative’s Purchase Option, the Representative’s Warrants and 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, the Representative’s Purchase Option, and the Representative’s Warrants, when issued, in each case, 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, when executed and delivered by the Company, constitute, and the Representative’s Purchase Option has been duly and validly authorized by the Company and, when executed and delivered, will 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 Representative’s Purchase Option, 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 2 contracts
Samples: Underwriting Agreement (Camden Learning CORP), Underwriting Agreement (Camden Learning CORP)
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, LIRUM THERAPEUTICSSPLASH BEVERAGE GROUP, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. Name: Title: ThinkEquity LLC. Kingswood Capital Markets, division of Benchmark Investments, Inc. [●] [●] TOTAL [●] [●] Number of Firm Shares: [•__] Number of Firm Warrants: [__] Number of Option Shares: [•__] Number of Option Warrants: [__] Public Offering Price per ShareFirm Share and Firm Warrant: $[•__] Public Offering Price per Option Share and Option Warrant: $[__] Underwriting Discount per ShareFirm Share and Firm Warrant: $[•__] Underwriting Discount per Option Share and Option Warrant: $[__] Underwriting Non-accountable expense allowance per ShareFirm Share and Firm Warrant: $[•__] Underwriting Non-accountable expense allowance per Option Share and Option Warrant: $[__] Proceeds to Company per Firm Share and Firm Warrant (before expenses): $[•__] None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE Proceeds to Company per Option Share and Option Warrant (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO before expenses): $[________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]None.
1. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]Rxxxxx Xxxxxxx
2. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Dxxx Huge
Appears in 2 contracts
Samples: Underwriting Agreement (Splash Beverage Group, Inc.), Underwriting Agreement (Splash Beverage Group, Inc.)
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, LIRUM THERAPEUTICS, INC. By: Name: 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
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 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 Non-accountable expense allowance Discount per Share: Share (for all other Shares): $[•—] Proceeds to Company per Share (before expensesexpenses for Firm Shares sold to existing Company stockholders): $[•—] 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 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 before expenses for all other Shares): $[________________—] [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 SharesNone.] Dated as of , 2014 Aegis Capital Corp. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx 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 entitledwith GlobeImmune, 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 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 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 THERAPEUTICSEVOKE PHARMA, 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 (Name: Title: Confirmed as of the “Holder”) is entitleddate first written above mentioned, upon on behalf of itself and as Representatives of the terms and subject to the limitations several Underwriters named on exercise and the conditions hereinafter set forth, at any time on or after Schedule 1 hereto: CXXXX-XXXXXX CAPITAL GROUP LLC By: _______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 Name: Title: LXXXXXX & COMPANY (UK) LTD. By: _________________________________ Name: Title: Underwriter Total Number ofFirm Securities to be Purchased(Firm Shares, Firm Pre-Funded Warrants, Firm Warrants) Number of Common StockOption Securities to be Purchased if the Over-Allotment Option is Fully Exercised (Option Shares, par value $0.001 per shareOption Pre-Funded Warrants, of the Option Warrants) Lxxxxxx & Company (the “UK) Ltd. 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 and accompanying Firm Warrant: $[ ] Public Offering Price per Firm Pre-Funded Warrant Shares”), as subject and accompanying Firm Warrant: $[ ] Underwriting Discount per Firm Share and accompanying Firm Warrant: $[ ] Underwriting Discount per Firm Pre-Funded Warrant and accompanying Firm Warrant: $[ ] Underwriting Non-accountable expense allowance per Firm Share and accompanying Firm Warrant: $[ ] Underwriting Non-accountable expense allowance per Firm Pre-Funded Warrant and accompany Firm Warrant: $[ ] Proceeds to adjustment hereunderCompany per Firm Share and accompany Firm Warrant (before expenses): $[ ] Proceeds to Company per Firm Pre-Funded Warrant and accompany Firm Warrant (before expenses): $[ ] [None.] [None.]
1. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Dxxxx X. Xxxxxx
2. Mxxxxxx X. X’Xxxxxxx 3. Cxx X. Xxxxxx 4. Txxx X. Xxxxx 5. Mxxxxxx X. Xxxx
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, PUYI INC. By: Name: Yu Haifeng Title: Confirmed as of the date first written aboveChief Executive Officer, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Director By: Name: Xxxxx Xxxxxxxxxx Title: ThinkEquity LLC. Number of Firm SharesManaging Director Network 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.Puyi 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 [number] and maximum of [number] American Depositary Shares (“ADSs”) representing [number] and [number] ordinary shares of Common Stock(“Securities,”) respectively, 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)Company.
Appears in 1 contract
Samples: Underwriting Agreement (Puyi, 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 THERAPEUTICSAGRIFORCE GROWING SYSTEMS, INCLTD. 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. Number of Firm SharesShares and Accompanying Frim Warrants: [•] Number of Option SharesShares and Accompanying Option Warrants: [•] Public Offering Price per ShareShare and Accompanying Warrant: $[•] Underwriting Discount per ShareShare and Accompanying Warrant: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share and Accompanying Warrant (before expenses): $[•] 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 DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]
6. 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).EXHIBIT A
Appears in 1 contract
Samples: Underwriting Agreement (Agriforce Growing Systems 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 THERAPEUTICSEVOKE PHARMA, 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. EVOKE PHARMA – 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: $[•—] 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 Xxxxx X. Xxxxxx, X.Xx. None. Xxxxxxx X. X'Xxxxxxx Xxxxxxx X. Xxxxxx, M.D. Xxxx X. Xxxxx, M.D., Ph.D. Cam X. Xxxxxx Xxxxxxx X. Xxxx, Pharm.D. Xxxxx X. Xxxxx Xxx X. Xxxxxx Xxxxx X. Xxxx Xxxx X. Xxxxxxx Xxxxx X. Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx and Xxxx Xxxxxxxx Xxxx and Xxxxxx Xxxxxxxx LVP GP III, LLC Domain Associates, L.L.C. 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, 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. GREENBOX POS 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. 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): $[•●] 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 (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 OFFERINGNone.]. 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 THERAPEUTICSAZURRX 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: ALEXANDER CAPITAL, L.P. By: Name: Title: ThinkEquity LLC. Xxxxxxxx Xxxxxx Managing Director – Head of Investment Banking 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 HEREOFAlexander Capital, AGREES THAT IT WILL NOT SELLL.P. 00 Xxxxx Xxxxxx, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL0xx Xxxxx Xxx Xxxx, TRANSFERXX 00000 Ladies and Gentlemen: The undersigned understands that Alexander Capital, 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 L.P. (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitledwith AzurRx 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 corporation (the “Company”), up to ______ providing for the public offering (the “Public Offering”) of shares of Common Stockcommon 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, 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. 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) 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. 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. LASER PHOTONICS CORPORATION By: Name: Title: Confirmed as of the date first written above, Waxxx Xxxxxxx President 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. Joxxxxxx Xxxxxx Managing Director Underwriter Total Number of Firm SharesUnits to be Purchased Number of Additional Units to be Purchased if the Over-Allotment Option is Fully Exercised Alexander Capital, L.P. [●] TOTAL Number of Firm Units: [•●] Number of Option SharesUnits: [•●] 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. 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 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 THERAPEUTICSSOBR SAFE, 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: ALEXANDER CAPITAL LP Name: Title: ThinkEquity LLC. Alexander Capital LP [●] [●] 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 Non-accountable expense allowance Discount per ShareOption Share and Option Warrant: $[•__] Proceeds to Company per Firm Share and Firm Warrant (before expenses): $[•__] None. None. Proceeds to Company per Option Share and Option 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., ALEXANDER CAPITAL LP OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., ALEXANDER CAPITAL LP OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS 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 usspace. Very truly yours, LIRUM THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. On behalf of each of the Underwriters By: Name: Title: On behalf of each of the Underwriters The Benchmark Company, LLC [●] [●] Axiom Capital Management, Inc. [●] [●] Total: [●] [●] Number of Firm Shares: [•●] Number of Option Shares: [•●] Public Offering Price per Share: $[•●] Underwriting Discount per Share: $[•●] Underwriting (7% per Share) Non-accountable expense allowance Accountable Expense Allowance per Share: $[•●] Proceeds to Company (1% per Share (before expenses): $[•] None. Share) None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2023, WHICH IS THE EFFECTIVE COMMENCEMENT DATE (DEFINED BELOW) OF SALES IN THE COMPANY’S INITIAL PUBLIC OFFERING, TO ANYONE OTHER THAN (I) THINKEQUITYTHE BENCHMARK COMPANY LLC, A DIVISION OF FORDHAM FINANCIAL AXIOM CAPITAL MANAGEMENT, INC., . OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERINGOFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION IN EACH CASE IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(E)(1), OR (II) A BONA FIDE OFFICER THE OFFICERS OR PARTNER PARTNERS, REGISTERED PERSONS OR AFFILIATES OF THINKEQUITYTHE BENCHMARK COMPANY LLC, A DIVISION OF FORDHAM FINANCIAL AXIOM CAPITAL MANAGEMENT, INC., . OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. , IN EACH CASE IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(E)(1); OR (B) CAUSE THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR OR THE SECURITIES ISSUABLE HEREUNDER TO [________________] [DATE BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT IS 180 DAYS FROM WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2023, WHICH IS THE COMMENCEMENT DATE OF SALES IN THE COMPANY’S INITIAL PUBLIC OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2). Warrant Shares: _______ [●] Initial Exercise Date: [●], 2023 Issue Date: [●], 2023 THIS ORDINARY SHARES PURCHASE WARRANT TO PURCHASE COMMON STOCK (the “”Warrant”) certifies that, for value received, _____________ [●] or its assignees assigns (the “”Holder”) is are 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), and on or prior to at 5:00 p.m. (New York City time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date [●], 2028 (the “”Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC.WF International Limited, a Delaware corporation Cayman Islands exempted company with limited liability (the “”Company”), up to ______ shares of Common Stock[●] Ordinary Shares (as defined below)(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 Ordinary Share 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 NOVELOS THERAPEUTICS, INC. By: Name: Hxxxx Xxxxxx Title: Confirmed as of the date first written aboveChief Executive Officer and President RXXXXX & RXXXXXX, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: LLC By: Name: Jxxx Xxxxx Title: ThinkEquity LLC. Number Head of Firm SharesInvestment Banking Rxxxxx & Rxxxxxx, LLC 1000 Xxxxxx xx Xxxxxxxx, 00xx Xxxxx 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 Rxxxxx & Rxxxxxx, 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 LLC (the “WarrantUnderwriter”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitledwith Novelos 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”), providing for the public offering (the “Public Offering”) by the Underwriter of up to ______ $15 million (not including over-allotments) in aggregate offering price of shares of Common Stockcommon stock, par value $0.001 0.00001 per share, of the Company (the “Warrant SharesCommon Stock”). To induce the Underwriter to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriter, the undersigned will not, during the period (the “Lock-Up Period”) commencing on the date hereof and ending 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), as subject (1) offer, pledge, sell, contract to adjustment hereunder. The purchase price of one share sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock (“Shares”) or any securities convertible into or exercisable or exchangeable for Shares, (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 Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Shares or such other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Shares or securities convertible into or exercisable or exchangeable for Shares or other securities of the Company, or (4) publicly disclose the intention to do any of the foregoing. Notwithstanding the foregoing, the undersigned may transfer Shares without the prior consent of the Underwriter in connection with (a) transactions relating to Shares or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under this Warrant Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be equal required or shall be voluntarily made in connection with subsequent sales of Shares or other securities acquired in such open market transactions, (b) transfers of Shares or any security convertible into Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that in the case of any transfer or distribution pursuant to clause (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Shares, shall be required or shall be voluntarily made during the Lock-up Period, (c) transfer of Shares to a charity or educational institution, or (d) if the undersigned is, or directly or indirectly controls, a corporation, partnership, limited liability company or other business entity, any transfers of Shares to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value. The undersigned also agrees and consents to the Exercise Priceentry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Shares except in compliance with this Agreement. If the undersigned is an officer or director of the Company, as defined (i) the Underwriter agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in Section 2(b)connection with any transfer of Shares, the Underwriter will notify the Company of the impending release or waiver, and (ii) the Company will announce, in accordance with the Underwriting Agreement, the impending release or waiver by issuing a press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Underwriter hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration, and (b) the transferee has agreed in writing to be bound by the same terms described in this letter that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time of the transfer.
(i) the Company issues an earnings release or material news, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, unless the Underwriter waives such extension.
Appears in 1 contract
Samples: Underwriting Agreement (Novelos 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 THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. By: Name: Title: Number of Firm Shares: [•●] Number of Option Shares: [•●] Public Offering Price per Firm Share: $[•●] Public Offering Price per Option Share: $[●] Underwriting Discount per Firm Share: $[•●] Underwriting Non-accountable expense allowance Discount per Option Share: $[•●] Proceeds to Company Non-accountable Expense Allowance per Share (before expenses): Firm Share: $[•●] None. None. Non-accountable Expense Allowance per Option Share: $[●] [●] None THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITYREVERE SECURITIES, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., ALEXANDER CAPITAL LP OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF COMMENCMENT OF SALES OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF COMMENCMENT OF SALES OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 1 contract
Samples: Underwriting Agreement (Fitell Corp)
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters 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 THERAPEUTICSCHINA SHANDONG INDUSTRIES, INC. By: Name: Title: Confirmed as of Accepted on the date first written above, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: above written. By: Name: Title: ThinkEquity LLC. Number Xxxxxx & Xxxxxxx, LLC 0000 Xxxxxx xx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx & Xxxxxxx, LLC (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with [NAME OF COMPANY]., a [TYPE OF COMPANY](the “Company”), providing for the public offering (the “Public Offering”) by the Underwriter of [_____] shares of common stock ( “Firm Shares: [•] Number ”), par value $_____ per share, of Option the Company (the “Shares: [•] ”). To induce the Underwriter to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering Price per Share: $[•] (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, or (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 Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Shares or such other securities, in cash or otherwise. Notwithstanding the foregoing, the undersigned may transfer Shares without the prior consent of the Underwriter in connection with (a) transactions relating to Shares or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Shares or other securities acquired in such open market transactions, (b) transfers of Shares or any security convertible into Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that in the case of any transfer or distribution pursuant to clause (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Shares, shall be required or shall be voluntarily made during the Lock-up Period, (c) transfer of Shares to a charity or educational institution, or (d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Shares to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value. In addition, the undersigned agrees that during the Lock-Up Period, without the prior written consent of the Underwriter, it will not make any demand for or exercise any right with respect to the registration of any Shares or any security convertible into or exercisable or exchangeable for Shares. 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 Shares except in compliance with this Agreement. If (i) the Company issues an earnings release or material news, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, unless the Underwriter waives such extension. No provision in this agreement shall be deemed to restrict or prohibit the exercise or exchange by the undersigned of any option or warrant to acquire Shares, or securities exchangeable or exercisable for or convertible into Shares, provided that the undersigned does not transfer the Shares acquired on such exercise or exchange during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this letter agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Shares or any securities convertible into or exercisable or exchangeable for Shares within the Lock-Up Period). The undersigned understands that the Company and the Underwriter are relying upon this letter agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the 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 [Agreement is not executed by ____________, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder this agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriter. Very truly yours, [LOCKED UP PARTY] By: Name: Title: Xxxxxx & Xxxxxxx, LLC 0000 Xxxxxx xx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx & Xxxxxxx, LLC (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with [NAME OF COMPANY]., a [TYPE OF COMPANY] (the “Company”), providing for the public offering (the “Public Offering”) by the Underwriter of [_____] shares of common stock (“Firm Shares”), par value $____ per share, of the Company (the “Shares”). To induce the Underwriter to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period commencing on the date hereof and ending on the earlier of (1) 120 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) and (2) [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]DATE] (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, or (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 Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Shares or such other securities, in cash or otherwise. VOID AFTER 5:00 P.M.Notwithstanding the foregoing, EASTERN TIMEthe undersigned may transfer Shares without the prior consent of the Underwriter in connection with (a) transactions relating to Shares or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Shares or other securities acquired in such open market transactions, (b) if the undersigned is an individual, transfers of Shares or any security convertible into Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that in the case of any transfer or distribution pursuant to clause (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Shares, shall be required or shall be voluntarily made during the Lock-up Period, (c) transfer of Shares to a charity or educational institution, (d) if the undersigned is, or directly or indirectly controls, a corporation, partnership, limited liability company or other business entity, any transfers of Shares to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value, or (e) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer of Shares made by the undersigned (i) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this agreement or (ii) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate of the undersigned and such transfer is not for value. [In addition, the undersigned agrees that during the Lock-Up Period and except for the registration statement relating to the Public Offering or any registration statement filed on Form S-3 contemplated by the Registration Rights Agreement, dated ___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (, between the “Warrant”) certifies thatCompany and, among others, the undersigned, without the prior written consent of the Underwriter, it will not make any demand for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject exercise any right with respect to the limitations on exercise registration of any Shares or any security convertible into or exercisable or exchangeable for Shares.] The undersigned also agrees and consents to the conditions hereinafter set forthentry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Shares except in compliance with this Agreement.
(i) the Company issues an earnings release or material news, at any time on during the last 17 days of the Lock-Up Period, or after _______1 (the “Initial Exercise Date”ii) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning 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, last day of the Company (Lock-Up Period, the “Warrant Shares”)restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to unless the Exercise Price, as defined in Section 2(b)Underwriter waives such extension.
Appears in 1 contract
Samples: Underwriting Agreement (China Shandong Industries, 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. 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. 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 THERAPEUTICSSTRONG GLOBAL ENTERTAINMENT, INC. By: Name: Title: BALLANTYNE STRONG, INC. By: Name: Title: STRONG/MDI SCREEN 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: THINKEQUITY LLC By: Name: Title: ThinkEquity LLCLLC . Number of Firm Shares: [•●] Number of Option Shares: [•●] Public Number of Representative’s Warrants: [●] Firm Share 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 Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies thatNone.] Ballantyne Strong, for value receivedInc. Strong/MDI Screen Systems, _____________ 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. Mxxx X. Xxxxxxxx Txxx X. Major Rxx X. Xxxxxxx
Appears in 1 contract
Samples: Underwriting Agreement (Strong Global Entertainment, Inc)
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter Agreement shall constitute a binding agreement between us. Very truly yours, LIRUM THERAPEUTICS, CXXXXX JMB INC. By: Name: Title: Wxxxx Xxxxxxxx Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: ALEXANDER CAPITAL, L.P. By: Name: Title: ThinkEquity LLC. Jxxxxxxx Xxxxxx Managing Director Alexander Capital, L.P. [ ] [ ] Number of Firm Shares: [•[ ] Number of Option Shares: [•[ ] Public Offering Price per Share: $[•[ ] Underwriting Discount per Share: $[•[ ] Underwriting Non-accountable expense allowance per Share: $[•[ ] Proceeds to Company per Share (before expenses): $[•[ ] None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFAlexander Capital, AGREES THAT IT WILL NOT SELLL.P., TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLas Representative 10 Xxx Xxxxx Xxxxxx Boulevard #202 Red Bank, TRANSFERNew Jersey 07701 Ladies and Gentlemen: The undersigned understands that you, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK as representative (the “WarrantRepresentative”) certifies thatof the several Underwriters (as defined below), for value received, _____________ or its assigns propose to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC.Cxxxxx JMB Inc., a Delaware Nevada corporation (the “Company”), up to ______ providing for the initial public offering (the “Initial Public Offering”) by the several underwriters named in [ ] of the Underwriting Agreement of shares of Common Stockcommon stock, par value $0.001 per share, of the Company (the “Warrant Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Representative to continue its efforts in connection with the Initial Public Offering, as subject to adjustment hereunder. The purchase price the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending one share (1) year after the date of Common Stock under this Warrant shall be equal the final prospectus (the “Prospectus”) relating to the Exercise PriceInitial Public Offering (the “Lock-Up Period”), as defined (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in Section 2(b)whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.
Appears in 1 contract
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 Firm Warrants: [•] Number of Option Shares: [•] Number of Option Warrants: [•] Shares underlying each Firm Warrant or Option Warrant: One share of Common Stock Public Offering Price per Sharecombination of one Firm Share and one Firm Warrant: $[•] (of which $[•] is allocated for each Firm Share and $[•] is allocated for each Firm Warrant) Underwriting Discount per Sharecombination of one Firm Share and one Firm Warrant: $[•] Underwriting Non-accountable expense allowance per Sharecombination of one Firm Share and one Firm Warrant: $[•] Proceeds to Company per combination of one Firm Share and one 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 Price per Option Share: $[________________•] Price per Option Warrant: $[•] Underwriting Discount per Option Share: $[•] Underwriting Discount per Option Warrant: $[•] [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.] Axiom Capital Management, Inc. 700 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: _______ THIS WARRANT TO PURCHASE COMMON STOCK The undersigned understands that Axiom Capital Management, Inc. (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitledwith Monster Digital, 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 to ______ providing for the public offering (the “Public Offering”) of the shares of Common Stockthe Company’s common stock, par value $0.001 0.0001 per shareshare (the “Common Stock”), of the Company (the “Warrant Shares”), as subject ) and warrants to adjustment hereunder. The purchase price of one share shares of Common Stock under this Warrant shall be equal to (the Exercise Price, as defined in Section 2(b“Warrants”).
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 THERAPEUTICSGREAT BASIN SCIENTIFIC, 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 XXXXX SECURITIES, INC. By: Name: Title: ThinkEquity LLCGREAT BASIN SCIENTIFIC, INC. – UNDERWRITING AGREEMENT Xxxxxx Xxxxx Securities, Inc. Newbridge Securities Corporation Newport Coast Securities, Inc. Number of Units: [—] Number of Firm SharesShares included in the Units: [•—] Number of Firm Series A Warrants included in the Units: [—] Shares underlying Firm Series A Warrant: [—] Shares underlying Firm Series B Warrant: [—] Number of Option Shares: [•—] Shares underlying Option Series A Warrant: [—] Shares underlying Option Series B Warrant: [—] Public Offering Price per ShareUnit: $[•—] Underwriting Discount per ShareUnit: $[•—] Underwriting Non-accountable expense allowance per Unit: $[—] Purchase Price per Option Share: $[•—] Purchase Price per Option Warrant: $[—] 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 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 MANAGEMENT2014 XXXXXX XXXXX SECURITIES, INC.. as the Underwriter pursuant to the Underwriting Agreement referred to below Xxx Xxxxx Xxxxxxx Xxxxxxx, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERINGXxxxx 000 Xxxx Xxxxx, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYXX 00000 Ladies and Gentlemen: The undersigned understands that you, 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 underwriter (the “WarrantUnderwriter”) certifies that, for value received, _____________ or its assigns propose to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitledwith Great Basin Scientific, 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 to ______ shares providing for the initial public offering (the “Public Offering”) by the Underwriter of Common Stockunits consisting of one share of the Company’s common stock, par value $0.001 per shareshare (“Common Stock”) and one Series A Warrant (together with the Common Stock, the “Units”), all as more fully described in the prospectus which is part of the Company’s registration statement on Form S-1 filed with the Securities Exchange Commission on or about August 8, 2014, as shall be amended from time to time (the “Registration Statement”). In consideration of the Underwriter’s agreement to purchase and make the Public Offering of the Units, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, other than as set forth below, without the prior written consent of Xxxxxx Xxxxx Securities, Inc., the undersigned will not, for a period commencing on the effective date of the Registration Statement (the “Effective Date”) and ending 180 days after the Effective Date (such 180 day period, the “Lock-Up Period”): (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, or any securities of the Company that are substantially similar to the Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock (including, but not limited to, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (the “Warrant SharesLock-Up Securities”); or (2) enter into any swap, option, future, forward or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities including but not limited to the exercise of any warrants, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing restrictions shall be equally applicable to any issuer-directed Units or Common Stock the undersigned may purchase in the Public Offering. The restrictions contained in this Lock Up Agreement shall not apply to the following:
a. the issuance of shares of Common Stock upon exercise of stock options or other stock-based awards, to eligible participants pursuant to employee benefit or equity incentive plans described in the Registration Statement;
b. the establishment of a 10b5-1 trading plan under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as subject to adjustment hereunder. The purchase price by a security holder for the sale of one share shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock under this Warrant shall be equal during the Lock-Up Period;
c. transfers by security holders of shares of Common Stock or other securities as a bona fide gift or by will or intestacy;
d. transfers by distribution by security holders of shares of Common Stock or other securities to partners, members, or stockholders of the Exercise Price, as defined in Section 2(b).security holder; and
e. transfers by security holders of shares of Common Stock or other securities to any trust or other entity for the direct or indirect benefit of the security holder or the immediate family of the security holder;
Appears in 1 contract
Samples: Underwriting Agreement (Great Basin Scientific, 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, INCSACHEM CAPITAL CORP. By: Name: Jxxx Xxxxxxx Title: Co-Chief Executive Officer By: Name: Jxxxxxx Xxxxxxx Title: Co-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: 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: $[•[ ● ] Proceeds to Company per Share (before expenses): $[ ● ] Underwriting Non-accountable expense allowance per Share: $[ ● ] [•None.] Proceeds to Company per Share (before expenses): $[•None.] None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR THE WARRANT SHARES (DEFINED BELOW) 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 OFFERINGOFFERING (DEFINED BELOW), 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 FROM THE EFFECTIVE DATE OF THE OFFERING[ ● ], 2018. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING[ ● ], 2022. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK This Warrant to Purchase Common Shares (the “Warrant”) certifies that, for value received, _____________ or its permitted 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 (4) years following the date that is one hundred eighty (180) days from the Effective Date [ ● ], 2022 (the “Termination Date”), which is five (5) years following the Effective Date but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC.Sachem Capital Corp., a Delaware New York corporation (the “Company”), up to ______ shares of Common StockShares, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 1 contract
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. [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 THERAPEUTICS, iSPECIMEN INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: THINKEQUITY A Division of Fordham Financial Management, Inc. Name: Title: ThinkEquity LLC. [Signature Page] iSPECIMEN Inc. – Underwriting Agreement ThinkEquity, a division of Fordham Financial Management, Inc. Number of Firm Shares: [•] Number of Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[•] NoneFree writing prospectus filed with the Commission on [•], 202[•]. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 , 20[•] which is six months from the Effective Date (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A5110(g)(8)(a), prior to at 5:00 p.m. (New York time) on the date that is four five (45) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, iSPECIMEN INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 1 contract
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, LIRUM THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Exxx Xxxx Title: Head of Investment Banking 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 [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, Free Writing Prospectus filed with the SEC on [___________________] [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).2021
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, INCALCOBRA LTD. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. TOTAL 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 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, INC. By: Name: Xxxx Xxxx 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: ThinkEquity LLC. Number of Firm Shares: [•] Number of Option Shares: [•●] Public Offering Price per Share: $[•●] Underwriting Discount per Share: $[•●] Underwriting Non-accountable expense allowance Expense Allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[•] 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●] None [●]. VOID AFTER 5:00 P.M., EASTERN TIME2023 Revere Securities, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant SharesLLC 000 Xxxxx Xxxxxx 00xx Floor New York, NY 10019 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: _______ THIS WARRANT TO PURCHASE COMMON STOCK As an inducement to the underwriters, for which Revere Securities, LLC is acting as representative (the “WarrantRepresentative”) certifies that), for value received, _____________ or its assigns to execute 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 providing for a public offering (the “Initial Exercise DateOffering”) 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 of ordinary shares (the “Termination DateOrdinary Shares”), of Xxxxx Xxxx Bio-Technology Holdings Limited and any successor (by merger or otherwise) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation thereto (the “Company”), up to ______ shares of Common Stockthe undersigned hereby agrees that without, par value $0.001 per sharein each case, the prior written consent of the Company Representative during the period specified in the second succeeding paragraph (the “Warrant SharesLock-Up Period”), as subject the undersigned will not: (1) offer, pledge, announce the intention to adjustment hereundersell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Ordinary Shares (including Ordinary Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option) whether now owned or hereafter acquired (the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares; or (4) publicly disclose the intention to do any of the foregoing. The purchase price undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of one share the Undersigned’s Securities even if such Securities would be disposed of Common Stock under by someone other than the undersigned. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Undersigned’s Securities. The Lock-Up Period will commence on the date of this Warrant shall be equal Agreement and continue and include the date six (6) months from the commencement of the Company’s first day of trading on the Nasdaq Capital Market pursuant to the Exercise PriceUnderwriting Agreement. If the undersigned is an officer or director of the Company, as defined (i) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in Section 2(b)connection with a transfer of Ordinary Shares, the Representative will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by issuing a press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration, and (b) the transferee has agreed in writing to be bound by the same terms described in this letter that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time of the transfer.
Appears in 1 contract
Samples: Underwriting Agreement (Zhong Yuan Bio-Technology 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, 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. Number XX Xxxxxx, division 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. Benchmark Investments, LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) 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. 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. If the foregoing correctly sets forth the understanding between the Underwriters Underwriters, the Company and the CompanySelling Shareholder, 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: By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. Number of Firm Shares: [•●] Number of Option Shares: [•●] Public Offering Price per Firm Share: $[•●] Public Offering Price per Option Share: $[●] Underwriting Discount per Firm Share: $[•●] Underwriting Non-accountable expense allowance Discount per Option Share: $[•●] Proceeds to Company Non-accountable Expense Allowance per Share (before expenses): Firm Share: $[•●] None. None. Non-accountable Expense Allowance per Option Share: $[●] [●] None THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITYREVERE SECURITIES, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., ALEXANDER CAPITAL LP OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF COMMENCMENT OF SALES OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF COMMENCMENT OF SALES OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 1 contract
Samples: Underwriting Agreement (Fitell Corp)
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect 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 THERAPEUTICSSOBR SAFE, 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: AEGIS CAPITAL CORP. Name: Title: ThinkEquity LLC. Underwriter Total Number of Firm Shares and Accompanying Firm Warrants to be Purchased Number of Additional Option Shares and Accompanying Option Warrants to be Purchased if the Option is Fully Exercised Aegis Capital Corp. [●] [●] TOTAL [●] [●] Number of Firm Shares: [•__] Number of Firm Warrants: [__] Number of Option Shares: [•__] Number of Option Warrants: [__] Public Offering Price per ShareFirm Share and two Firm Warrants: $[•__] Public Offering Price per Option Share and Option Warrant: $[__] Underwriting Discount per ShareFirm Share and Firm Warrant: $[•__] Underwriting Non-accountable expense allowance Discount per ShareOption Share and Option Warrant: $[•__] Proceeds to Company per Firm Share and two Firm Warrants (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]. 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).NAME Executive Officers Xxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxx Non-Employee Directors Xxxxx Xxxxx Xxxx Xxx
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 THERAPEUTICSPROFESSIONAL DIVERSITY NETWORK, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: ThinkEquity LLC. [COMPANY] – UNDERWRITING AGREEMENT Aegis Capital Corp. Number of Firm Shares: [•] Number of Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable Accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[•] [None. None. .] THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________[ ] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE ONE YEAR AFTER DATE OF THE OFFERINGEFFECTIVENESS]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________[ ] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE AFTER DATE OF THE OFFERINGEFFECTIVENESS]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 1 contract
Samples: Underwriting Agreement (Professional Diversity Network, LLC)
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, LIRUM THERAPEUTICS1347 PROPERTY INSURANCE HOLDINGS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP By: Name: Title: ThinkEquity LLC. Aegis Capital Corp EarlyBirdCapital, Inc. Number of Firm Shares: [•] Number of Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[•] NoneFree Writing Prospectus filed with the SEC on January 21, 2014. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 1 contract
Samples: Underwriting Agreement (1347 Property Insurance Holdings, Inc.)
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter 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. 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 Xxxxx Securities, Inc. By: Name: Title: ThinkEquity LLC. On behalf of each of the Underwriters AMEDICA CORPORATION—UNDERWRITING AGREEMENT Xxxxxx Xxxxx Securities, Inc. Number of Units: [—] Number of Firm SharesShares included in the Units: [•—] Number of Firm Warrants included in the Units: [—] Shares underlying Firm Warrants: [—] Number of Option Units: [—] Number of Option Shares: [•—] Number of Option Warrants: [—] Shares underlying Option Warrants: [—] Public Offering Price per Share: Unit (including Option Units): $[•—] 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 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 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 THERAPEUTICSMANHATTAN BRIDGE CAPITAL, INC. By: /s/ Assaf Ran Name: Assaf Ran Title: CEO 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 MANAGEMENTabove mentioned:
B. XXXXX SECURITIES, INC.
B. Xxxxx Securities Inc. 200 Xxxxx Xxxxxx, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING25th Floor New York, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYNew York 10281 Ladies and Gentlemen: The undersigned understands that B. Xxxxx Securities, 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 entitledwith Manhattan Bridge Capital, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forthInc., 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. (a 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 providing for the public offering (the “Public Offering”) of Common StockShares, 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 (Manhattan Bridge Capital, 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 THERAPEUTICSBRICKTOWN RESTAURANT GROUP, INC. By: Name: X.X. Xxxx Xxxxxxxx Title: Confirmed as of the date first written abovePresident and Chief Executive Officer above 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: Xxxx Xxxx Title: ThinkEquity LLC. Head of Investment Banking ThinkEquity, A Division of Fordham Financial Management, Inc. Number of Firm Shares: [•● ] Number of Option Shares: [•● ] Public Offering Price per Share: $$ [•● ] Underwriting Discount per Share: $$ [•● ] Underwriting 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 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 , 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 THERAPEUTICSBricktown Restaurant Group, INC.Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 1 contract
Samples: Underwriting Agreement (Bricktown Brewery Restaurants LLC)
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. 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, 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 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 Share: $[•●] Underwriting Non-accountable expense allowance per Pre-Funded Warrant: $[●] Proceeds to Company per Share (before expenses): $[•●] Proceeds to Company per Pre-Funded Warrants (before expenses): $[●] [None. .] [None. .] Rxxxxx X. Xxxxxx, M.D., Ph.D. Dxxxx X. Xxxxx Dxxx X. Xxxxxx Dxxxx Xxxxx Gxxxxxxx Xxxx, M.D. Pxxxx Xxxxxxxxx, M.D. Rxxxxxx X. Xxxxxx Sxxxxxx X. Xxxxxxx, DPM Jxxx 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.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 , 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 THERAPEUTICS, INC.Celularity Inc., a Delaware corporation (the “Company”), up to ______ shares of Class A Common Stock, par value $0.001 0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 1 contract
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 THERAPEUTICSDuos Technologies Group, 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 A Division of Fordham Financial Management, Inc. By: ___________________________ Name: Title: ThinkEquity LLC. [ISSUER] – UNDERWRITING AGREEMENT ThinkEquity, a division of Fordham Financial Management, Inc. The Benchmark Company, LLC Number of Firm Shares: [•] Number of Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[•] [None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE 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.None.] ThinkEquity A Division of Fordham Financial Management, EASTERN TIMEInc. 10 Xxxxx Xxxxxx, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares00xx Xxxxx Xxx Xxxx, XX 00000 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, a Division of Fordham Financial Management, Inc. (the “WarrantRepresentative”) certifies that), for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitledwith Duos Technologies Group, 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 Florida corporation (the “Company”), up to ______ providing for the [initial] 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 ninety (90) days after the date of the Underwriting Agreement relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of the undersigned or a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made; (f) the receipt by the undersigned from the Company of Common Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer of Common Shares or any securities convertible into Common Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made within [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. If (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension. The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date hereof to and including the 34th day following the expiration of the Lock-Up Period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired. If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Securities that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by March 31, 2020 or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (Name - Please Print)
Appears in 1 contract
Samples: Underwriting Agreement (Duos Technologies Group, Inc.)
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, LIRUM THERAPEUTICS, INC. By: __________________________ Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Exxx Xxxx Title: ThinkEquity LLC. Head of Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. Number of Firm Shares: [•●] Number of Option Shares: [•●] Public Offering Price per Share: $[•●] Underwriting Discount per Share: $[•] Underwriting 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 HEREOFFree writing prospectus filed with the SEC on [ ], AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).2018
Appears in 1 contract
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 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 LLCOn behalf of each of the Underwriters [SIGNATURE PAGE] ACASTI PHARMA 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): $[•] – UNDERWRITING AGREEMENT The Benchmark Company, LLC Xxxxxx Xxxxx Securities, Inc. None. NoneList of Lock-Up Parties [ ] THIS PURCHASE WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW. THIS PURCHASE WARRANT MAY NOT BE OFFERED FOR SALE, SOLD, EXERCISED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLE. 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 AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF ARE SUBJECT TO CERTAIN RESALE RESTRICTIONS IN CANADA PURSUANT TO THE PROVISIONS OF APPLICABLE CANADIAN SECURITIES LAWS AND CERTAIN RESTRICTIONS UPON TRANSFER PURSUANT TO THE TERMS HEREOF. UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT BEFORE [●], 2018. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING•], 2018. 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, INC2022., 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 THERAPEUTICSAMERICAN REBEL 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: EX XXXXXX, division of Benchmark Investments, 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 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 1 contract
Samples: Underwriting Agreement (American Rebel 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 TRANSCODE THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC By: Name: Title: TransCode Therapeutics, Inc. – Underwriting Agreement ThinkEquity LLC. LLC [·] [·] [·] [·] TOTAL [·] [·] [·] [·] Number of Firm Shares: [•·] Number of Firm Pre-funded Warrants: [·] Number of Option Shares: [•·] Number of Option Pre-funded Warrants: [·] Public Offering Price per Share: $[•·] Public Offering Price per Pre-funded Warrant: $[·] Underwriting Discount per Share: $[•·] Underwriting NonDiscount per Pre-accountable expense allowance per Sharefunded Warrant: $[•·] Proceeds to Company per Share (before expenses): $[•·] Proceeds to Company per Pre-funded Warrant (before expenses): $[·] [None.]
1. NoneR. Xxxxxxx Xxxxxx
2. Txxxxx X. Xxxxxxxxxx
3. Pxxxxxxx X. Xxxxxx
4. Exxx Xxxxxxx 5. Mxxxx Xxxxxxx 6. Zxxxxxx Xxxxxxxx THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC.THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 , 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four five (45) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICSTransCode Therapeutics, INC.Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 1 contract
Samples: Underwriting Agreement (Transcode Therapeutics, Inc.)
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, LIRUM THERAPEUTICSCELLECTAR BIOSCIENCES, INC. By: Name: Sixxx Xxxxxx, PhD Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLC. [COMPANY] – Underwriting Agreement Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Firm Shares: [•] Number of Warrants: [.] Number of Option Shares: [•] Number of Option Warrants: [.] Public Offering Price per Share: $[•] Public Offering Price per Warrant: $[.] Underwriting Discount per Share: $[•] Underwriting Discount per Warrant: $[.] Underwriting Non-accountable expense allowance per Shareshare and warrant: $[•] Proceeds to Company per Share share and warrant (before expenses): $[•] [None. None. .] THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 1 contract
Samples: Underwriting Agreement (Cellectar Biosciences, Inc.)
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect 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 effective date of the offering, 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
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: Hxxxxx 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: Sxxxxxx Kiront Title: ThinkEquity LLC. Number of Firm SharesChief Operating Officer Name: Rxxxxx Xxxxxx Title: Chief Operating Officer [•Date] Number of Option SharesCraft Capital Management LLC 300 Xxx Xxxxxx, Xxxxx 000 Xxxxxx Xxxx, XX 00000 Re: [•] Proposed Public Offering Price per Shareby PaxMedica, Inc. Ladies 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, AGREES THAT IT WILL NOT SELLa stockholder of PaxMedica, 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.Inc., a Delaware corporation (the “Company”), up to ______ shares understands that Craft Capital Management LLC (the “Representative”) will act as the representative of Common Stockthe underwriters in carrying out an offering (the “Offering”) of the Company’s common stock, par value $0.001 0.0001 per shareshare (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of up to 180 days from the date on which the trading of the Securities on the Nasdaq Stock Exchange commences (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly (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 or otherwise transfer or dispose of any securities of the Company (collectively, the “Warrant SharesLock-Up Securities”), whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of the Lock-Up Securities or such other securities, in cash or otherwise. The Representative may in its sole discretion and at any time without notice release some or all of the shares subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal lock-up agreements prior to the Exercise Priceexpiration of the Lock-Up Period. When determining whether or not to release shares from the lock-up agreements, the Representative will consider, among other factors, the security holder’s reasons for requesting the release, the number of shares for which the release is being requested and market conditions at the time. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representative as follows, provided that in the cases of (i), (ii), and (iv) through (vi) below, (1) the Representative receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee or transferee, as defined the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in Section 2(bany public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:
(i) as a bona fide gift or gifts (including but not limited to charitable gifts).; or
(ii) to any member of the immediate family of the undersigned or to a trust or other entity for the direct or indirect benefit of, or wholly-owned by, the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or
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. VUZIX CORPORATION By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. VUZIX CORPORATION By: Name: Title: ThinkEquity LLC. Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. TOTAL Underwriter Total Number of Firm Warrants to be Purchased Number of Additional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. TOTAL Number of Firm Shares: [•] Number of Option Firm Warrants: [•] Number of Additional Warrants: [•] Number of Additional Shares: [•] Warrant Exercise Price: $[•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[•] Public Offering Price per Warrant: $[•] Underwriting Discount per Warrant: $[•] Proceeds to Company per Warrant (before expenses): $[•] [None. None. .] Pxxx Xxxxxxx Grant Rxxxxxx Xxxxxxx Lxx Xxxxxxx Sxxxx Xxxxxxxxx Ruchdaeschel Mxxxxxx XxXxxxxxx LC Capital Master Fund Ltd. Kopin Corporation Vast Technologies, Inc. [●] shares to be issued to Vast Technologies, Inc. pursuant to [●] [●] shares to be issued to Kopin Corporation pursuant to [●] [●] shares to be issued to LC Capital Master Fund Ltd. pursuant to [●] [●] shares to be issued to Pxxx Xxxxxxx (Note Conversions and Deferred Compensation Payments) pursuant to [●] [●] shares to be issued to Gxxxx Xxxxxxx (Deferred Compensation) pursuant to [●] [●] shares to be issued to Hillair Capital Investments LP pursuant to [●] THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 1 contract
Samples: Underwriting Agreement (Vuzix Corp)
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, LIRUM THERAPEUTICSTRULEUM, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC By: Name: Title: ThinkEquity LLCLLC . Number of Firm Shares: [•] Number of Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[•] [None. .] [None. .] Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC.THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 , 2024 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four five (45) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICSTruleum, INC.Inc, a Delaware Colorado corporation (the “Company”), up to ______ shares of Common Stock, par value [$0.001 0.001] per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 1 contract
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 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.Name: Exxx Xxxx Title: Head of Investment Banking ThinkEquity, a Delaware corporation division of Fordham Financial Management, Inc. Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Proceeds to Company per Share (before expenses): $[●] Free writing prospectus filed with the “Company”)SEC on [●], up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).2018
Appears in 1 contract
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, LIRUM THERAPEUTICS, BIOVIE INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: THINKEQUITY A Division of Fordham Financial Management, Inc. Name: Title: ThinkEquity LLC. ThinkEquity, a division of Fordham Financial Management, Inc.. [•] [•] [•] TOTAL [•] [•] [•] Number of Firm SharesUnits: [•] Number of Option Shares: [•] Number of Option Warrants: [•] Public Offering Price per Unit: $[•] Exercise Price per Warrant: $[•] Underwriting Discount per Unit: $[•] Underwriting Discount per Option Share: $[•] Underwriting Discount per ShareOption Warrant: $[•] Underwriting Non-accountable expense allowance per ShareUnit: $[•] Proceeds to Company per Unit (before expenses): $[•] Proceeds to Company per Option Share (before expenses): $[•] Proceeds to Company per Option Warrant (before expenses): $[•] None. None. Txxxxx Xxxxxx (as Chairman and Chief Executive Officer) Txxxxx Xxxxxx (as owner of at least 5% of the Company’s outstanding shares of Common Stock) Jxxxxxxx Xxxxx Jxxxxx Xxxxx Xxx Pxxxxxx Xxxxxxxx Pxxxxxxx Xxxxxxx Jxx Xxxx Cxxxx Do Hxxx Xxxxx Mxxxxxx Xxxxxxx Rxxxxxx X. Xxxxxx THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS [ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 20___1 _ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is four five (45) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC.BioVie Inc., a Delaware Nevada corporation (the “Company”), up to ______ shares of Common StockClass A common stock, par value $0.001 0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 1 contract
Samples: Underwriting Agreement (Biovie Inc.)
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect 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: Dxxxxx Xxxxx Securities, Inc. By: Name: Rxxxxx X. Xxxxxx, Xx. Title: ThinkEquity LLC. Number Chief Executive Officer On behalf of Firm Shares: each of the Underwriters Dxxxxx Xxxxx Securities, Inc. [•●] Number of Option Shares: [•●] Public Offering Price per Share: $[•●] Underwriting Discount per Share: $[•●] Underwriting Non-accountable expense allowance per Share: $Total [•●] 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 MANAGEMENTDXXXXX XXXXX SECURITIES, INC., . OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYDXXXXX XXXXX SECURITIES, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., 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●], 2018. 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, INC2022., 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, INCALTAMIRA THERAPEUTICS LTD. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC By: Name: Title: ThinkEquity LLC. LLC Number of Firm Shares: [•●] Number of Firm Pre-Funded warrants: [ ] Number of Option Shares: [•●] Number of Option Pre-Funded Warrants: [ ] Public Offering Price per Share: $[•●] Public Offering Price per Pre-Funded Warrant: [ ] Underwriting Discount per Share: $[•●] Underwriting NonDiscount per Pre-accountable expense allowance per ShareFunded Warrant: $[•[ ] Proceeds to Company per Share (before expenses): $[•●] 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 [________________Proceeds to Company per Pre-Funded Warrants: [ ] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________None.] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. None.] Warrant Shares: _______ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ,_________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, Issue Date and until this Warrant is exercised in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date full (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICSAltamira Therapeutics Ltd., INC., a Delaware corporation an exempted company limited by shares incorporated in Bermuda (the “Company”), up to ________ shares of Common StockShares (as subject to adjustment hereunder, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 1 contract
Samples: Underwriting Agreement (Altamira Therapeutics Ltd.)
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect 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, HWH INTERNATIONAL 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: EX XXXXXX LLC Name: Title: ThinkEquity LLC. EX Xxxxxx LLC [●] [●] TOTAL [●] [●] Number of Firm Shares: [•__] Number of Firm Pre-Funded Warrants: [__] Number of Option Shares: [•__] Number of Option Pre-Funded Warrants: [__] Public Offering Price per Firm Share: $[•__] Public Offering Price per Firm Pre-Funded Warrant: $[__] Public Offering Price per Option Share: $[__] Public Offering Price per Option Pre-Funded Warrant: $[__] Underwriting Discount per Firm Share: $[•__] Underwriting NonDiscount per Firm Pre-accountable expense allowance Funded Warrant: $[__] Underwriting Discount per Option Share: $[•__] Underwriting Discount per Option Pre-Funded Warrant: $[__] Proceeds to Company per Share Firm Share: $[__] Proceeds to Company per Firm Pre-Funded Warrant (before expenses): $[•__] Proceeds to Company per Option Share: $[__] Proceeds to Company per Option Pre-Funded 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., EX 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., EX XXXXXX 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. 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 THERAPEUTICSSOBR SAFE, 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: ALEXANDER CAPITAL LP Name: Title: ThinkEquity LLC. Underwriter Total Number of Firm Shares and Accompanying Firm Warrants to be Purchased Number of Additional Option Shares and Accompanying Option Warrants to be Purchased if the Option is Fully Exercised Alexander Capital LP [●] [●] Revere Securities LLC [●] [●] 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 Non-accountable expense allowance Discount per ShareOption 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]. 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).NAME Executive Officers Xxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxx Non-Employee Directors Xxxxx Xxxxx Xxxx Xxx
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 OFFERINGREGISTRATION STATEMENT ]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [[ DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERINGOFFERING ]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 1 contract
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, LANTERN PHARMA 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. 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, a division of Fordham Financial Management, Inc. 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): $$ Free writing prospectus filed with the Commission on [•] None●], 2021. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOFPanna Sharma Chief Executive Officer, AGREES THAT IT WILL NOT SELLPresident and Director Xxxxx X. Xxxxxxxx Chief Financial Officer and Secretary Xxxxxx X. Xxxxxx Chief Scientific Officer Xxxxxx X. Xxxxx, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELLXx. Director Xxxxxx Xxxx Xxxxxx Chairman of the Board Xxxxx X. Xxxxxxxxxxx Director Xxxxx Xxxxxxx Director Xxxxxxxx Xxxxxxxxxxx Director Stockholders: BP Directors, TRANSFERLP Bios Fund I, ASSIGNLP Bios Fund I QP, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR LP GPG LPI Investment, LLC Health Wildcatters Fund II, LLC Bios Fund II QP, LP Bios Fund II, LP Bios Fund II NT, LP Lantern 3-19 Investment, LLC A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITYDivision of Fordham Financial Management, A DIVISION OF FORDHAM FINANCIAL MANAGEMENTInc. 00 Xxxxx Xxxxxx, INC.00xx Xxxxx Xxx Xxxx, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERINGXX 00000 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: The undersigned understands that ThinkEquity, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITYa Division of Fordham Financial Management, 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 “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., Lantern Pharma Inc. a Delaware corporation (the “Company”), up to ______ providing for the initial public offering (the “Public Offering”) of shares of Common Stockcommon stock, par value $0.001 0. 0001 per share, of the Company (the “Warrant Common 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: Xxxxxx Xxxxxxx Title: Confirmed as of Chief Executive Officer Accepted by the date first written aboveRepresentative, on behalf of acting for itself and as Representative of the several Underwriters named on Schedule 1 I hereto: , By: Name: Xxxxx X. Xxxxxxxxxx Title: ThinkEquity LLC. Number Director of Firm Shares: Investment Banking Network 1 Financial Securities, Inc. [•NUMBER] Number of Option Shares: [•NUMBER] Public Offering Price per Share: $[•UNDERWRITER NAME] Underwriting Discount per Share: $[•NUMBER] Underwriting Non-accountable expense allowance per Share: $[•NUMBER] Proceeds to Company per Share (before expenses): $[•UNDERWRITER NAME] None. None. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND [NUMBER] [NUMBER] [UNDERWRITER NAME] [NUMBER] [NUMBER] THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT AND THE WARRANT SHARES WILL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGE, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTIONS THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SALE OF THIS PURCHASE WARRANT OR THE WARRANT SHARES BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY 180 DAYS IMMEDIATELY FOLLOWING THE EFFECTIVE DATE EFFECTIVENESS OR COMMENCEMENT OF SALES OF THE OFFERING (DEFINED BELOWTHE “LOCK-UP PERIOD”) TO ANYONE OTHER THAN (I) THINKEQUITYIN COMPLIANCE WITH FINRA RULE 5110(G), A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALEREXCEPT AS PERMITTED HEREIN AND FINRA RULE 5110(G)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________●] [[DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OR COMMENCEMENT OF SALES OF THE PUBLIC OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________●] [DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE FIFTH ANNIVERSARY DATE OF THE OFFERINGEFFECTIVE DATE]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 1 contract
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, INCSAVERONE 2014 LTD. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: Title: ThinkEquity LLCLLC . TOTAL Number of Firm SharesADSs: [•●] Number of Option SharesADSs: [•●] Public Offering Price per ShareADS: $[•●] Underwriting Discount per ShareADS: $[•●] Underwriting Non-accountable expense allowance per ShareADS: $[•●] Proceeds to Company per Share ADS (before expenses): $[•●] [None. .] [None. .] Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxx Xxxxx Be’eri Xxxxxx Xxxxx Aviram Meridian I.T. Net Investments Ori Gilboa A.S.T. Investments Xxxx Xxxxx Xxxxx Xxxxx Ituran Location and Control Ltd. Eastern Holdings Co. Ltd. Universal Motors Israel 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 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 American Depository Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ ThinkEquity LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 , 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 THERAPEUTICSSaveOne 2014 Ltd., INC., a Delaware corporation an Israeli company (the “Company”), up to ______ an aggregate of [●] American Depositary Shares (“ADSs” and “Warrant ADSs”, respectively), representing an aggregate of [●] ordinary shares of Common Stockthe Company, NIS 0.01 par value $0.001 per share, of the Company (the “Warrant Ordinary Shares”), as subject to adjustment hereunder. 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).
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 THERAPEUTICSFUNCTION(X), INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: ThinkEquity LLC. Aegis Capital Corp. Number of Firm Shares: [•] Number of Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[•] [None. .] [None. .] THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FOUR FIVE YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. Warrant Shares: _______ THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIRUM THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 1 contract
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
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 above 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 SharesUnits: [•●] Number of Firm Pre-Funded Units: [●] Number of Option Shares: [•●] Number of Option Pre-Funded Warrants: [●] Number of Option Common Warrants: [●] Public Offering Price per Firm Unit: $ [●] Public Offering Price per Firm Pre-Funded Unit: $ [●] Public Offering Price per Option Share: $$ [•●] Public Offering Price per Option Pre-Funded Warrant: $ [●] Public Offering Price per Option Common Warrant: $ [●] Underwriting Discount per Firm Unit: $ [●] Underwriting Discount per Firm Pre-Funded Unit: $ [●] Underwriting Discount per Option Share: $$ [•●] Underwriting NonDiscount per Option Pre-accountable expense allowance Funded Warrant: $ [●] Underwriting Discount per ShareOption Common Warrant: $$ [•●] Proceeds to Company per Firm Unit (before expenses): $ [●] Proceeds to Company per Firm Pre-Funded Unit (before expenses): $ [●] Proceeds to Company per Option Share (before expenses): $$ [•●] NoneProceeds to Company per Option Pre-Funded Warrant (before expenses): $ [●] Proceeds to Company per Option Common Warrant (before expenses): $ [●] Issuer Free Writing Prospectus, dated January 31, 2025, filed by the Company with the Commission on January 31, 2025 pursuant to Rule 433 under the Securities Act (File No. None333-284182), accession number 0001493152-25-004352. ● Jxxxxx Xxxxxxx ● Sxxxxx Xxxxxxxx ● Mxxxxxx Xxxxx ● Jxxxx Xxxxxxxx ● Jxxx Xxxxxx ● Cxxxxxx Xxxxxxx ● Exxxx X’Xxxxxx-Xxx ● Sxxxxxxx Xxxxxxxxx ● Wxxxxxx Xxxxxxx ● Jxxx Xxxxxxx 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 (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]1. VOID AFTER 5:00 P.M., EASTERN TIME, TIME ON [___________________] [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
Samples: Underwriting Agreement (Aspira Women's Health Inc.)