We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Warrant Clause in Contracts

Warrant. THIS WARRANT (this “Warrant”) certifies that, pursuant to that certain underwriting agreement by and among Chanson International Holding., a Cayman Islands exempted company (the “Company”), and XX Xxxxxx, a division of Benchmark Investments, LLC (the “Representatives” and each, a “Representative”), dated [●], 2023 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC (in such capacity with its permitted successors or assignees, the “Holder”), as registered owner of this Warrant, is entitled, subject to Section 3 hereof, at any time or from time to time from [●], 2023 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, [●], 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A ordinary shares (the “Shares”), par value $0.0001 per share, of the Company, subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] per Share (100% of the initial public offering price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the exercise price in effect at the date the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement.

Appears in 2 contracts

Samples: Purchase Warrant Agreement (Chanson International Holding), Purchase Warrant Agreement (Chanson International Holding)

Warrant. THIS WARRANT CERTIFIES THAT, in consideration of funds duly paid by or on behalf of [ ](this “Warrant”) certifies that, pursuant to that certain underwriting agreement by and among Chanson International Holding., a Cayman Islands exempted company (the “Company”), and XX Xxxxxx, a division of Benchmark Investments, LLC (the “Representatives” and each, a “Representative”), dated [●], 2023 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC (in such capacity with its permitted successors or assignees, the “"Holder"), as registered owner of this Warrant, to Ventrus Biosciences, Inc. (the "Company"), Holder is entitled, subject to Section 3 hereof, at any time or from time to time from ________________ [●], 2023 DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] (the “Exercise "Commencement Date"), and at or before 5:00 p.m., Eastern timeTime, ___________________ [●], 2028 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 [____] Class A ordinary shares (of common stock of the “Shares”)Company, par value $0.0001 .001 per share, of share (the Company"Shares"), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this the Warrant. This Warrant is initially exercisable at $[________] per Share (100125% of the initial public offering price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5 6 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term "Exercise Price" shall mean the initial exercise price in effect at or the date adjusted exercise price, depending on the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreementcontext.

Appears in 2 contracts

Samples: Underwriting Agreement (Ventrus Biosciences Inc), Underwriters’ Warrant Agreement (Ventrus Biosciences Inc)

Warrant. THIS WARRANT CERTIFIES THAT, in consideration of funds duly paid by or on behalf of [ ](this “Warrant”) certifies that, pursuant to that certain underwriting agreement by and among Chanson International Holding., a Cayman Islands exempted company (the “Company”), and XX Xxxxxx, a division of Benchmark Investments, LLC (the “Representatives” and each, a “Representative”), dated [●], 2023 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC (in such capacity with its permitted successors or assignees, the “"Holder"), as registered owner of this Warrant, to Ventrus Biosciences, Inc. (the "Company"), Holder is entitled, subject to Section 3 hereof, at any time or from time to time from ________________ [●], 2023 DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] (the “Exercise "Commencement Date"), and at or before 5:00 p.m., Eastern timeTime, ___________________ [●], 2028 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 [____] Class A ordinary shares (of common stock of the “Shares”)Company, par value $0.0001 .001 per share, of share (the Company"Shares"), subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this the Warrant. This Warrant is initially exercisable at $[________] per Share (100165% of the initial public offering price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5 6 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term "Exercise Price" shall mean the initial exercise price in effect at or the date adjusted exercise price, depending on the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreementcontext.

Appears in 2 contracts

Samples: Underwriting Agreement (Ventrus Biosciences Inc), Underwriters’ Warrant Agreement (Ventrus Biosciences Inc)

Warrant. THIS WARRANT (this “Warrant”) certifies that7.5.1. The Company shall cause its parent company, pursuant to that certain underwriting agreement by and among Chanson International Holding.Nano Dimension Ltd., a Cayman Islands exempted company (the “Company”"Parent"), and XX Xxxxxx, to issue to Yissum a division of Benchmark Investments, LLC warrant (the “Representatives” "Warrant") to purchase a number of ordinary shares of the Parent equal to [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] of the Parent's outstanding share capital on a fully diluted basis on April 2, 2015 at an exercise price per share equal to [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]. The Warrant shall be issued subject to the approval of the board of directors of the Parent. The Warrant shall be exercisable immediately upon its issuance and each, a “Representative”), dated may be exercised in parts or in the whole. The Warrant must be exercised by [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION], 2023 and will expire immediately thereafter. Should the Parent's Board not approve the issuance of the Warrant to Yissum as set forth herein within three (3) months of the “Underwriting Effective Date or the Warrant is not issued within five (5) months from the Effective Date, this Agreement shall be automatically terminated in its entirety and the Parties will revert to being bound by the License Agreement”). 7.5.2. To the extent required, XX Xxxxxx, a division of Benchmark Investments, LLC (in such capacity with its permitted successors or assignees, the “Holder”), as registered owner of this Warrant, is entitled, subject to Section 3 hereof, at any time or from time to time from [●], 2023 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, [●], 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A ordinary shares (the “Shares”), par value $0.0001 per share, of the Company, subject at its sole expense, shall retain an independent appraiser to adjustment determine the fair market value of the Warrant. The Parent shall pay the VAT as provided required under applicable law in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance connection with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] per Share (100% grant of the initial public offering price Warrant. 7.5.3. Yissum hereby acknowledges that it is aware, and that it will advise its directors, officers, employees and representatives who are informed as to the matters which are the subject of the Shares sold in the Offering); provided, howeverthis Agreement, that upon the occurrence applicable securities laws prohibit any person who has received from an issuer material, non-public information concerning the matters which are the subject of any this Agreement from purchasing or selling securities of the events specified in Section 5 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the exercise price in effect at the date the Exercise Price is determined, after giving effect issuer or from communicating such information to any adjustment pursuant other person under circumstances in which it is reasonably foreseeable that such person is likely to Section 5. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreementpurchase or sell such securities.

Appears in 2 contracts

Samples: License Agreement (Nano Dimension Ltd.), License Agreement (Nano Dimension Ltd.)

Warrant. THIS WARRANT (this “Warrant”) certifies thatCERTIFIES THAT, pursuant to that certain underwriting agreement Underwriting Agreement by and among Chanson International Holding.between Consumer Capital Group Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), ) and XX Xxxxxx, a division of Benchmark InvestmentsBoustead Securities, LLC (“Boustead”), as representative (the “Representatives” and each, a Representative”) of the several underwriters listed in Schedule A thereto (the RepresentativeUnderwriters”), dated [●], 2023 2019 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC Boustead (in such capacity with its permitted successors or assigneesassigns, the “Holder”), as registered owner of this Warrant, is entitled, subject to Section 3 hereof, at any time or from time to time from [●], 2023 (the “Exercise Issuance Date”), and at or before 5:00 p.m., Eastern time, [●], 2028 2024 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A ordinary shares of common stock of the Company (“Common Stock”), $0.0001 par value per share (the “Shares”), par value $0.0001 per share, of the Company, subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding business day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] 5.00 per Share (100% of the initial public offering price of the Shares sold in the Offering“Exercise Price”); provided, however, that upon the occurrence of any of the events specified in Section 5 6 hereof, the rights granted by this Warrant, including the exercise price 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 in effect at or the date adjusted exercise price, depending on the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5context. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement. 1 5th year anniversary of the Effective Date (as hereinafter defined).

Appears in 2 contracts

Samples: Underwriter's Warrant Agreement (Consumer Capital Group, Inc.), Underwriting Agreement (Consumer Capital Group, Inc.)

Warrant. THIS WARRANT (this “Warrant”) certifies thatCERTIFIES THAT, pursuant to that certain underwriting agreement Underwriting Agreement by and among Chanson International Holdingbetween INTRINSIC MEDICINE, INC., a Cayman Islands exempted company Delaware corporation (the “Company”), on one hand, and XX Xxxxxx, a division of Benchmark InvestmentsSpartan Capital Securities, LLC (and Revere Securities, LLC, on the “Representatives” and each, a “Representative”)other hand, dated [], 2023 202[•], as amended (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark InvestmentsSpartan Capital Securities, LLC (in such capacity with its permitted successors or assignees, the “Holder”)) and its assignees, as registered owner holders of this Warrant, is entitled, subject to Section 3 hereof, at any time or from time to time from [], 2023 202[•], the date that is one hundred and eighty (180) days after the date of the commencement of the sales of the Company’s Common Stock, $0.0001 par value per share (the “Exercise DateCommon Stock”), (the “Effective Date”) and at or before 5:00 p.m., Eastern time, on [], 2028 202[•] (five (5) years from the date hereof) (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [] Class A ordinary shares of Common Stock of the Company, $0.0001 par value per share (the “SharesCommon Stock), par value $0.0001 per share, ) (equal to five (5.0%) percent of the CompanyCommon Stock sold in the offering including any exercise of the overallotment option), subject to adjustment as provided in Section 5 hereof6 hereof (the “Warrant Shares”). For avoidance of doubt, Warrant (as defined below) will not be exercisable or convertible more than five years from the commencement of sales of the Common Stock in the initial public offering. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant (“Warrant”). This Warrant is initially exercisable at $[●] per Share (100% of the initial public offering price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the exercise price in effect at the date the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5. Any term Capitalized terms not defined herein shall have the meaning ascribed thereto to them in the Underwriting Agreement.. in that certain Securities Purchase Agreement (as amended, the “Purchase Agreement”), dated as of August 31, 2021, by and among the Company and the purchasers signatory thereto..

Appears in 1 contract

Samples: Warrant Agreement (Intrinsic Medicine, Inc.)

Warrant. THIS WARRANT (this A) LICENSEE shall execute and deliver to VANDERBILT, within thirty (30) days of the Effective Date, a warrant in the form attached hereto as Exhibit B (the “Warrant”) certifies that, pursuant to that certain underwriting agreement ). The Warrant shall be exercisable by and among Chanson International Holding., a Cayman Islands exempted company (the “Company”), and XX Xxxxxx, a division of Benchmark Investments, LLC (the “Representatives” and each, a “Representative”), dated [●], 2023 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC (in such capacity with its permitted successors or assignees, the “Holder”), as registered owner of this Warrant, is entitled, subject to Section 3 hereof, VANDERBILT at any time or and from time to time from [●], 2023 prior to the tenth (10th) anniversary of the “Exercise Date”), and at or before 5:00 p.m., Eastern time, [●], 2028 Effective Date for an aggregate price of $1.00 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A ordinary shares (the “Shares”), par value $0.0001 per share, but in the aggregate for any or all shares acquired thereunder). At any time and from time to time, the number of shares of Common Stock that may be acquired by VANDERBILT upon exercise of the CompanyWarrant (“Warrant Shares”) shall equal the positive difference, if any, of (A) the number of shares of Common Stock equal to two and one-half percent (2.5%) of the aggregate number of outstanding shares of Common Stock of LICENSEE, calculated on a fully-diluted basis assuming the exercise and/or conversion of all outstanding securities exercisable for or convertible into Common Stock, whether or not such securities are currently exercisable or convertible, and assuming that such conversions and/or exercises are effected for the maximum number of shares exercisable under all such outstanding securities minus (B) the sum of (x) the aggregate number of Shares issued to VANDERBILT pursuant to clause (i) of this Paragraph 6.7 (as adjusted for any reorganization, recapitalization, dividend, split or combination of shares of Common Stock after the Effective Date) and (y) the aggregate number of Warrant Shares theretofore acquired by VANDERBILT upon a prior exercise of the Warrant. (B) Without further action by either LICENSEE or VANDERBILT, the Warrant shall automatically be deemed to have been exercised in full on the date on which LICENSEE closes a Qualified Private Financing (as that term is defined in those certain Senior Convertible Promissory Notes dated October 29, 2004, between LICENSEE and the lenders named therein, as the same may be amended from time to time) for the maximum number of shares then acquirable thereunder (giving effect to all securities issued in connection with such Qualified Private Financing). (C) For the avoidance of doubt, it is the parties’ intent that the interest in LICENSEE acquired by VANDERBILT under Paragraphs 6.7(i) and (ii) not be diluted below 2.5% of the aggregate number of outstanding shares of Common Stock of LICENSEE, calculated on a fully-diluted basis assuming the exercise and/or conversion of all outstanding securities exercisable for or convertible into Common Stock outstanding at the final closing of, and after giving effect to, the Qualified Private Financing, whether or not such securities are currently exercisable or convertible. Following the Qualified Private Financing, VANDERBILT will be subject to adjustment dilution in the same manner as any other holder of Common Stock. (D) Except as provided in Section 5 hereof. If this Paragraph 6.7(ii), LICENSEE’s obligation to issue Warrant Shares upon VANDERBILT’s exercise of the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] per Share (100% unconditional, and the Warrant Shares issued thereunder shall not be offset, assessed or otherwise applied to or against any other payments due under this Agreement or otherwise or any liabilities of VANDERBILT in connection with this Agreement or otherwise, including those arising from any breach or alleged breach of the initial public offering price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted Agreement by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the exercise price in effect at the date the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting AgreementVANDERBILT.

Appears in 1 contract

Samples: License Agreement (NephroGenex, Inc.)

Warrant. THIS WARRANT (this “Warrant”) certifies thatCERTIFIES THAT, pursuant to that certain underwriting agreement Underwriting Agreement by and among Chanson between Golden Metropolis International Holding.Limited, a Cayman British Virgin Islands exempted company (the “Company”), ) and XX Xxxxxx, a division of Benchmark InvestmentsBoustead Securities, LLC (“Boustead”), as representative (the “Representatives” and each, a Representative”) of the several underwriters listed in Schedule A thereto (the RepresentativeUnderwriters”), dated [●], 2023 2018 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC Boustead (in such capacity with its permitted successors or assigneesassigns, the “Holder”), as registered owner of this Warrant, is entitled, subject to Section 3 hereof, at any time or from time to time from [●], 2023 2018 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, [●], 2028 2023 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A shares of ordinary shares shares, no par value, of the Company (the “Ordinary Shares”), par value $0.0001 per share, of the Company, subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding business day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] 5.00 per Share (100% of the initial public offering price of the Shares sold in the Offering“Exercise Price”); provided, however, that upon the occurrence of any of the events specified in Section 5 6 hereof, the rights granted by this Warrant, including the exercise price Exercise Price per Ordinary Share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price in effect at or the date adjusted exercise price, depending on the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5context. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement.. 1 5th year anniversary of the issuance date 2 NTD: 7% of shares issued in offering

Appears in 1 contract

Samples: Underwriting Agreement (Golden Metropolis International LTD)

Warrant. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. Warrant Shares: 50,000,000 Issuance Date: December 31, 2021 THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, pursuant for value received, ____________________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to that certain underwriting agreement by the limitations on exercise and among Chanson International Holding.the conditions hereinafter set forth, at any time on or after the Issuance Date and on or prior to the close of business on the 5-year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Camber Energy, Inc., a Cayman Islands exempted company Nevada corporation (the “Company”), and XX Xxxxxx, a division up to 50,000,000 Warrant Shares of Benchmark Investments, LLC (Common Stock. The purchase price per share of Common Stock under this Warrant shall be equal to the “Representatives” and each, a “Representative”), dated [●], 2023 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC (in such capacity with its permitted successors or assignees, the “Holder”)Exercise Price, as registered owner of this Warrant, is entitled, subject to Section 3 hereof, at any time or from time to time from [●], 2023 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, [●], 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A ordinary shares (the “Shares”), par value $0.0001 per share, of the Company, subject to adjustment as provided defined in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] per Share (100% of the initial public offering price of the Shares sold in the Offering2(b); provided, however, that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the exercise price in effect at the date the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement.

Appears in 1 contract

Samples: Loan Agreement (Camber Energy, Inc.)

Warrant. THIS WARRANT (this a) The Exercise Price of the Warrant held by the Investor (the Investor’s Warrant”) certifies that, pursuant is hereby automatically increased to that certain underwriting agreement by and among Chanson International Holding., a Cayman Islands exempted company (the “Company”), and XX Xxxxxx, a division of Benchmark Investments, LLC (the “Representatives” and each, a “Representative”), dated [●], 2023 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC (in such capacity with its permitted successors or assignees, the “Holder”), as registered owner of this Warrant, is entitled$0.10, subject to further adjustment as provided therein, and the Investor’s Warrant is hereby amended to reflect the foregoing. (b) The initial Warrant Share Amount (as defined in the Investor’s Warrant) is hereby automatically reduced to 17,500,000 shares of Common Stock (as defined in the Investor’s Warrant), subject to further adjustment as provided therein, and the Investor’s Warrant is hereby amended to reflect the foregoing. (c) Section 3 1.1(a) of the Investor’s Warrant is hereby deleted in its entirety and replaced with the following: “Subject to the terms and conditions hereof, at any time or from time to time from [●], 2023 (this Warrant shall be automatically exercised by the “Exercise Holder on each Tranche Notice Date”), and at or before 5:00 p.m., Eastern time, [●], 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part. Within one (1) Trading Day following such Tranche Notice Date and automatic exercise, up Holder shall (i) deliver, for record keeping purposes, a written notice to [●] Class A ordinary shares the Company, in the form attached hereto as Appendix 1 (the “SharesExercise Notice”)(it being understood and agreed that the delivery of an Exercise Notice shall not be a condition to the automatic exercise of this Warrant), and (ii) pay to the Company an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”), par value $0.0001 per share, which payment shall be made by the issuance and delivery of the Company, subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] per Share (100% of the initial public offering price of the Shares sold recourse promissory note substantially in the Offeringform attached as Exhibit G to the Purchase Agreement (each, a “Recourse Note”); provided, howeveror, that upon the occurrence of any of the events specified in if applicable and permitted by Section 5 hereof1.4, the rights granted by this Warrant, including the cashless 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 exercise price in effect at the date the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 51.4. Any term The Holder shall not defined herein be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the meaning ascribed thereto same effect as cancellation of the original Warrant certificate and issuance of a new Warrant certificate evidencing the right to purchase the remaining number of Warrant Shares.” (d) Section 1.4 of the Investor’s Warrant is hereby deleted in its entirety and replaced with the Underwriting Agreement.following:

Appears in 1 contract

Samples: Amendment Agreement (Elite Pharmaceuticals Inc /Nv/)

Warrant. THIS WARRANT 11.1 At any time following the date of this Agreement but subject to Clause 10.2, Alvogen shall have a right (this such right, the Alvogen Warrant”) certifies that, pursuant to that certain underwriting agreement pay the Alvogen Warrant Exercise Amount to the Company and in return require the Company to allot and issue to Alvogen the Alvogen Warrant Shares. 11.2 Alvogen shall exercise the Alvogen Warrant by and among Chanson International Holding., a Cayman Islands exempted company providing the Company with written notice of its exercise thereof (the “Alvogen Warrant Exercise Notice”). 11.3 The subscription for the Alvogen Warrant Shares (the “Alvogen Warrant Closing”) shall take place no later than 10.00am ten (10) Business Days following the delivery of the Alvogen Warrant Exercise Notice, or on such other date and at such other time to be agreed by the Company and Alvogen acting reasonably. At the Alvogen Warrant Closing, (i) Alvogen shall subscribe for and the Company shall allot and issue the Alvogen Warrant Shares, (ii) Alvogen shall pay to the Company an amount equal to the Alvogen Warrant Exercise Price by wire transfer of immediately available funds to an account designated by the Company prior to the Alvogen Warrant Closing, and (iii) the Company shall deliver to Alvogen a certified copy of the Company’s share register, confirmed by the Board, showing the Alvogen Warrant Shares duly and validly registered in Alvogen’s name. 11.4 Subject to Clause 11.7 and Clause10.2, Aztiq shall have a right to pay the Aztiq Warrant Exercise Amount to the Company and in return require the Company to allot and issue to Aztiq the Aztiq Warrant Shares, provided that, (i) Aztiq shall not exercise this right until immediately prior to the date which is twenty-eight (28) calendar days prior to a filing of a registration for application for an IPO with the relevant authorities or an Exit (other than an IPO) in respect of the Alvogen Transfer Debt, and (ii) shall not, for the avoidance of doubt, be permitted to use this right to the extent that Aztiq exercises the conversion rights pursuant to the Alvogen Transfer Debt (the “Aztiq Warrant”). 11.5 Aztiq shall exercise the Aztiq Warrant by providing the Company with written notice of its exercise thereof (the “Aztiq Warrant Exercise Notice”). 11.6 The subscription for the Aztiq Warrant Shares (the “Aztiq Warrant Closing”) shall take place no later than 10.00am ten (10) Business Days following the delivery of the Aztiq Warrant Exercise Notice, or on such other date and at such other time to be agreed by the Company and Aztiq acting reasonably. At the Aztiq Warrant Closing, (i) Aztiq shall subscribe for and the Company shall allot and issue the Aztiq Warrant Shares, (ii) Aztiq shall pay to the Company an amount equal to the Aztiq Warrant Exercise Amount by wire transfer of immediately available funds to an account designated by the Company prior to the Aztiq Warrant Closing, and (iii) the Company shall deliver to Aztiq a certified copy of the Company’s share register, confirmed by the Board, showing the Aztiq Warrant Shares duly and validly registered in Aztiq’s name. 11.7 The Parties acknowledge that: (a) on the date of this Agreement, Aztiq holds the Alvogen Transfer Debt; (b) the Company agrees not to repay the Alvogen Transfer Debt (including any amount accruing thereon after the date hereof) (i) earlier than the date of commencement of the Call Exercise Period (provided that it will not repay the Alvogen Transfer Debt after such date if Alvogen has exercised the Alvogen Call (ii) otherwise with Alvogen Consent; (c) Aztiq agrees not to exercise the convertible rights pursuant to the Alvogen Transfer Debt (i) earlier than the date of commencement of the Call Exercise Period, (provided that it will not exercise the convertible right pursuant to the Alvogen Transfer Debt after such date if Alvogen has exercised the Alvogen Call) or (ii) without Alvogen Consent; (d) at any time prior to the date which is two weeks prior to an Exit or the the date which is twenty-eight (28) calendar days prior to a filing of a registration for application for an IPO with the relevant authorities (or, if earlier, the date which the rules of the applicable regulated market or other recognised investment exchange upon which the shareholders intend Alvotech to Exit deem there should be no change to the capital structure) (such period before Exit being the “Call Exercise Period”), Alvogen shall have the right to give notice to exercise the Alvogen Call and XX Xxxxxxto make payment within 2 Business Days of such notice and upon Alvogen making payment to Aztiq in accordance with the Alvogen Call, a division Aztiq agrees (i) at the same time to execute documentation to transfer the Alvogen Transfer Debt to Alvogen (and, to the extent that payment has been made by Alvogen but documentation is not signed within 5 Business Days of Benchmark Investments, LLC Alvogen exercising the Alvogen Call or Exit (the “Representatives” and each, a “Representative”whichever is earlier), dated [●], 2023 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC (in such capacity with its permitted successors or assignees, Company agrees that it will owe all outstanding amounts under the “Holder”), as registered owner of this Warrant, is entitled, subject Alvogen Transfer Debt to Section 3 hereof, at any time or from time to time from [●], 2023 (the “Exercise Date”Alvogen and not Aztiq), and at or before 5:00 p.m., Eastern time, [●], 2028 (ii) that the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A ordinary shares (Aztiq Warrant Proportion Amount will automatically be reduced by the “Shares”), par value $0.0001 per share, principal amount of the CompanyAlvogen Transfer Debt so transferred to Alvogen; (e) to the extent the intended Exit will also trigger a Change of Control (as defined under the Alvogen Transfer Debt) the Company will owe certain accrued interest, subject PIK Loans and PIK Advances (“Alvotech Amounts”) to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day Alvogen in accordance with the terms hereinof the applicable convertible loans. During Accordingly, the period commencing Parties hereby agree that Alvogen may, at its election, direct that Alvotech pays some or all of the Alvotech Amounts, on its behalf, to Aztiq in satisfaction of some of all of the cash amount payable by Alvogen to Aztiq pursuant to the Alvogen Call (the “In Kind Right”). Alvogen shall notify Aztiq of its intention to use the In Kind Right at the same time as it exercises the Alvogen Call; (f) notwithstanding that Aztiq is obliged to exercise its right to provide the Aztiq Funding by the date hereof and ending on indicated in Clause 10.9, in the Expiration Dateevent that Alvogen exercises its In Kind Right pursuant to Clause 11.7(e), the Parties agree that Aztiq can exercise its right to provide Aztiq Funding up to an amount equal to the Alvotech Amounts and Aztiq and the Company agrees hereby agree to offset the Alvotech Amounts which the Company is required to pay to Aztiq as a result of Alvogen exercising the In Kind Right and Aztiq’s obligation to provide payment to the Company to exercise its right to provide the Aztiq Funding (the “Offset”). For the avoidance of doubt, the present clause does not limit the right of Aztiq to take otherwise provide the Aztiq Funding in full pursuant to the terms of this Agreement; (g) the Parties further agree and acknowledge that: (i) if there is any action legal, accounting reason, which prevents Aztiq from being able to use the Offset, then Alvogen shall not be able to use the In Kind Right; (ii) in the event that would terminate this Alvogen exercises the Alvogen Call and the In Kind Right, Aztiq will have its right to exercise the right granted pursuant to Clause 11.7(f) and Alvogen will have its right to exercise the Alvogen Mirror Funding (to the extent not already used prior to Exit) and the Alvogen Warrant. This Warrant is initially exercisable at $[●] per Share (100% , accordingly the Parties hereby agree to use to use best endeavours to give full effect to the intentions of the initial public offering price Parties and economic outcome as expected by the Parties in accordance with the terms of this Agreement immediately prior to Exit; and Aztiq, Alvogen and Fuji hereby agree to procure that the Aztiq Directors, Fuji Director and Alvogen Directors will vote favourably for any decision that the Company should pay cash to Alvogen or Aztiq or a holder of a portion of the Shares sold 2020 Convertible Loan in accordance with the Offering); provided, however, that upon the occurrence of any terms of the events specified in Section 5 hereofAlvogen Convertible Loan and/or the Aztiq Convertible Loan and/or the 2020 Convertible Loan, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the exercise price in effect at the date the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreementapplicable.

Appears in 1 contract

Samples: Shareholders’ Agreement (Alvotech Lux Holdings S.A.S.)

Warrant. THIS WARRANT (this “Warrant”) certifies that, pursuant to that certain underwriting agreement by and among Chanson International Holding., a Cayman Islands exempted company (the “Company”), and XX Xxxxxx, a division of Benchmark Investments, LLC (the “Representatives” and each, a “Representative”), dated [●]March 29, 2023 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC [Holder’s Name] (in such capacity with its permitted successors or assignees, the “Holder”), as registered owner of this Warrant, is entitled, subject to Section 3 hereof, at any time or from time to time from [●]September 29, 2023 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, [●]March 29, 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [Number of Shares] Class A ordinary shares (the “Shares”), par value $0.0001 0.001 per share, of the Company, subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] 4.00 per Share (100% of the initial public offering price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the exercise price in effect at the date the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement.

Appears in 1 contract

Samples: Purchase Warrant Agreement (Chanson International Holding)

Warrant. THIS WARRANT (this “Warrant”) certifies thatCERTIFIES THAT, pursuant to that certain underwriting agreement Underwriting Agreement by and among Chanson International Holding.between China Eco-Materials Group Co. Limited, a Cayman Islands exempted company (the “Company”) and Network 1 Financial Securities, Inc. (“Network 1”), and XX Xxxxxx, a division of Benchmark Investments, LLC as representative (the “Representatives” and each, a Representative”) of the several underwriters listed in Schedule A thereto (the RepresentativeUnderwriters”), dated [●], 2023 2020 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC Network 1 (in such capacity with its permitted successors or assigneesassigns, the “Holder”), as registered owner of this Warrant, is entitled, subject to Section 3 hereof, at any time or from time to time from [●], 2023 (the “Exercise Issuance Date”), and at or before 5:00 p.m., Eastern time, [●], 2028 2025 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A ordinary shares shares, $0.0001 par value, of the Company (the “Ordinary Shares”), par value $0.0001 per share, of the Company, subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding business day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] per Ordinary Share (100% of the initial public offering price of the Shares sold in the Offering“Exercise Price”); provided, however, that upon the occurrence of any of the events specified in Section 5 6 hereof, the rights granted by this Warrant, including the exercise price Exercise Price per Ordinary Share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price in effect at or the date adjusted exercise price, depending on the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5context. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement. 1 5th year anniversary of the Effective Date (as hereinafter defined). 2 warrants to purchase an amount equal to ten percent (10%) of the Ordinary Shares sold in the offering 3 The issuance date should be the Closing Date or the Option Closing Date, as defined in the Underwriting Agreement.

Appears in 1 contract

Samples: Warrant Agreement (China Eco-Materials Group Co. LTD)

Warrant. THIS WARRANT (this “Warrant”) certifies that, pursuant to that certain underwriting agreement by and among Chanson International Holding.J-Star Holding Co., Ltd., a Cayman Islands exempted company (the “Company”), and XX Xxxxxx, a division of Benchmark Investments, LLC [ ] (the “Representatives” and each, a “Representative”), dated [●], 2023 2024 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC ) (in such capacity with its permitted successors or assignees, the “Holder”), as registered owner of this Warrant, is entitled, subject to Section 3 hereof, at any time or from time to time from [●], 2023 2024 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, [●], 2028 202_ (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A ordinary shares (the “Shares”), par value $0.0001 0.50 per share, of the Company, subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] per Share (100110% of the initial public offering price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the exercise price in effect at the date the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement.

Appears in 1 contract

Samples: Purchase Warrant Agreement (J-Star Holding Co., Ltd.)

Warrant. THIS WARRANT Warrant No. W-1 Warrant to Purchase 100,000 Shares of Common Stock AUGMENT SYSTEMS, INC. This certifies that FLEET NATIONAL BANK, its nominees, successors or assigns (this “Warrant”) certifies thatthe "Holder"), pursuant for value received, is entitled to that certain underwriting agreement by and among Chanson International Holdingpurchase from AUGMENT SYSTEMS, INC., a Cayman Islands exempted company Delaware corporation (the "Company"), 100,000 fully paid and XX Xxxxxxnonassessable shares of the Company's Common Stock, a division of Benchmark Investments, LLC $0.01 par value (the “Representatives” and each, a “Representative”"Common Stock"), dated [●], 2023 at a price of $1.00 per share (the “Underwriting Agreement”"Exercise Price"), XX Xxxxxx, a division of Benchmark Investments, LLC (in such capacity with its permitted successors or assignees, the “Holder”), as registered owner of this Warrant, is entitled, subject to Section 3 hereof, at any time or from time to time from [●], 2023 up to and including 5:00 p.m. (Boston time) on the “Exercise Date”Expiration Date (as hereinafter defined), upon surrender to the Company at its principal office at 2 Roxxxxx Xxxx, Westford, Massachusetts 01886 (or at such other location as the Company may advise the Holder in writing) of this Warrant properly endorsed with the Form of Subscription attached hereto duly filled in and at or before 5:00 p.m., Eastern time, [●], 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase signed and receiveupon payment, in whole or in part, up to [●] Class A ordinary shares (the “Shares”), par value $0.0001 per shareany manner set forth herein, of the Company, aggregate Exercise Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof. The Exercise Price and the number of shares purchasable hereunder are subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate 4 of this Warrant. This Warrant is initially exercisable at $[●] per Share (100% of the initial public offering price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Warrant Shares to are being or will be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the exercise price in effect at the date the Exercise Price is determined, after giving effect to any adjustment issued pursuant to Section 5and are subject to the terms and provisions of that certain Warrant Purchase Agreement of even date herewith between the Company and Fleet National Bank (the "Agreement"). Any term Capitalized terms used and not otherwise defined herein shall have the meaning respective meanings ascribed thereto to them in the Underwriting Agreement.. This Warrant is subject to the following terms and conditions:

Appears in 1 contract

Samples: Warrant Purchase Agreement (Augment Systems Inc)

Warrant. THIS WARRANT (this “Warrant”) certifies thatCERTIFIES THAT, pursuant to that certain underwriting agreement Underwriting Agreement by and among Chanson International Holding.between China Eco-Materials Group Co. Limited, a Cayman Islands exempted company (the “Company”) and Network 1 Financial Securities, Inc. (“Network 1”), and XX Xxxxxx, a division of Benchmark Investments, LLC as representative (the “Representatives” and each, a Representative”) of the several underwriters listed in Schedule A thereto (the RepresentativeUnderwriters”), dated [●], 2023 2021 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC Network 1 (in such capacity with its permitted successors or assigneesassigns, the “Holder”), as registered owner of this Warrant, is entitled, subject to Section 3 hereof, at any time or from time to time from [●], 2023 (the “Exercise Issuance Date”), and at or before 5:00 p.m., Eastern time, [●], 2028 2026 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A ordinary shares shares, $0.0001 par value, of the Company (the “Ordinary Shares”), par value $0.0001 per share, of the Company, subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding business day which is not such a day in accordance with the terms herein, provided, however, for clarification, that banking institutions shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of banking institutions in The City of New York generally are open for use by customers on such day. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] per Ordinary Share (100% of the initial public offering price of the Shares sold in the Offering“Exercise Price”); provided, however, that upon the occurrence of any of the events specified in Section 5 6 hereof, the rights granted by this Warrant, including the exercise price Exercise Price per Ordinary Share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price in effect at or the date adjusted exercise price, depending on the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5context. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement. 1 5th year anniversary from the commencement of sales of the Offering. 2 warrants to purchase an amount equal to ten percent (10%) of the Ordinary Shares sold in the offering 3 The issuance date should be the Closing Date or the Option Closing Date, as defined in the Underwriting Agreement.

Appears in 1 contract

Samples: Warrant Agreement (China Eco-Materials Group Co. LTD)

Warrant. THIS WARRANT (this “Warrant”) certifies thatCERTIFIES THAT, pursuant to that certain underwriting agreement Underwriting Agreement by and among Chanson International Holding.between China Eco-Materials Group Co. Limited, a Cayman Islands exempted company (the “Company”) and Network 1 Financial Securities, Inc. (“Network 1”), and XX Xxxxxx, a division of Benchmark Investments, LLC as representative (the “Representatives” and each, a Representative”) of the several underwriters listed in Schedule A thereto (the RepresentativeUnderwriters”), dated [●], 2023 2021 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC Network 1 (in such capacity with its permitted successors or assigneesassigns, the “Holder”), as registered owner of this Warrant, is entitled, subject to Section 3 hereof, at any time or from time to time from [●], 2023 (the “Exercise Issuance Date”), and at or before 5:00 p.m., Eastern time, [●], 2028 2026 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A ordinary shares shares, $0.0001 par value, of the Company (the “Ordinary Shares”), par value $0.0001 per share, of the Company, subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding business day which is not such a day in accordance with the terms herein, provided, however, for clarification, that banking institutions shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of banking institutions in The City of New York generally are open for use by customers on such day. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] ]4 per Ordinary Share (100% of the initial public offering price of the Shares sold in the Offering“Exercise Price”); provided, however, that upon the occurrence of any of the events specified in Section 5 6 hereof, the rights granted by this Warrant, including the exercise price Exercise Price per Ordinary Share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price in effect at or the date adjusted exercise price, depending on the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5context. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement. 1 5th year anniversary from the commencement of sales of the Offering.

Appears in 1 contract

Samples: Warrant Agreement (China Eco-Materials Group Co. LTD)

Warrant. THIS WARRANT (this “Warrant”with the notice of exercise form attached hereto as Exhibit A duly executed) certifies that, pursuant to that certain underwriting agreement by and among Chanson International Holding., a Cayman Islands exempted company (at the “Company”), and XX Xxxxxx, a division of Benchmark Investments, LLC (the “Representatives” and each, a “Representative”), dated [●], 2023 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC (in such capacity with its permitted successors or assignees, the “Holder”), as registered owner of this Warrant, is entitled, subject to Section 3 hereof, at any time or from time to time from [●], 2023 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, [●], 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A ordinary shares (the “Shares”), par value $0.0001 per share, principal office of the Company, subject and, except as otherwise provided for herein, by the payment in immediately available funds to adjustment as provided in Section 5 hereofthe Company of an amount equal to the then applicable Warrant Price multiplied by the number of Warrant Shares then being purchased. If Notwithstanding the Expiration Date is a day on foregoing, the Warrants shall not be exercisable for an amount less than twenty percent (20%) of the number of Warrant Shares for which banking institutions the Warrants are authorized by law or executive order to closeoriginally exercisable or, if less than such amount, then the total number of remaining Warrant Shares purchasable by the exercising holder. The person or persons in whose name(s) any certificate(s) representing shares of Common Stock shall be issuable upon exercise of this Warrant may shall be exercised on deemed to have become the next succeeding day which is not holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the shares represented thereby (and such a day in accordance with shares shall be deemed to have been issued) immediately prior to the terms herein. During the period commencing close of business on the date hereof and ending or dates upon which this Warrant is exercised if exercised prior to the close of business on the Expiration Datesuch date; otherwise, the Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] per Share (100% date of record shall be the initial public offering price of the Shares sold in the Offering); next business day provided, however, that if, at the date of surrender of such Warrants, the transfer books for the Common Stock or other class of securities issuable upon the occurrence exercise of such Warrants shall be closed, the certificates for the Warrant Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares; provided further, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. In the event of any exercise of the events specified in Section 5 hereof, the rights granted represented by this Warrant, including certificates for the exercise price per Share and the number shares of Shares to be received upon such exercise, Common Stock so purchased shall be adjusted delivered to the holder hereof as therein specified. The term “Exercise Price” soon as possible and in any event within thirty (30) days after such exercise and, unless this Warrant has been fully exercised, a new Warrant representing the portion of the Warrant Shares, if any, with respect to which this Warrant shall mean not then have been exercised shall also be issued to the exercise price holder hereof as soon as possible and in effect at the date the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreementevent within such thirty (30)-day period.

Appears in 1 contract

Samples: Warrant Agreement (Venture Catalyst Inc)

Warrant. THIS WARRANT (If any such reorganization, reclassification, consolidation or merger results in a cash distribution in excess of the then applicable Exercise Price, the holder may, at the Holder's option exercise this “Warrant”) certifies that, pursuant to that certain underwriting agreement by and among Chanson International Holding., a Cayman Islands exempted company (Warrant without making payment of the “Company”)Exercise Price, and XX Xxxxxx, a division of Benchmark Investments, LLC (the “Representatives” and each, a “Representative”), dated [●], 2023 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC (in such capacity with its permitted successors case the Company shall, upon distribution to the Holder, consider the Exercise Price to have been paid in full, and in making settlement to the Holder, shall deduct an amount equal to the Exercise Price from the amount payable to the Holder. In the event of any such reorganization, merger or assigneesconsolidation, the “Holder”)corporation formed by such consolidation or merger or the corporation which shall have acquired the assets of the Company shall execute and deliver a supplement hereto to the foregoing effect, which supplement shall also provide for and deliver a supplement hereto to the foregoing effect, which supplement shall also provide for adjustments which shall be as registered owner nearly equivalent as may be practicable to the adjustments provided in this Warrant. 5.3 If the Company shall, at any time before the expiration of this Warrant, is entitleddissolve, subject liquidate or wind up its affairs, the Holder shall have the right to Section 3 hereofreceive upon exercise of this Warrant, at any time or from time in lieu of the shares of Common Stock of the Company that the Holder otherwise would have been entitled to time from [●], 2023 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, [●], 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole the same kind and amount of assets as would have been issued, distributed or in partpaid to the Holder upon any such dissolution, liquidation or winding up with respect to [●] Class A ordinary shares (the “Shares”), par value $0.0001 per share, such Common Stock receivable upon exercise of the Company, subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Datefor determining those entitled to receive any such distribution. If any such dissolution, the Company agrees not to take liquidation or winding up results in any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] per Share (100% cash distribution in excess of the initial public offering price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted Exercise Price provided by this Warrant, including the Holder may, at the Holder's option, exercise price per Share this Warrant without making payment of the Exercise Price and, in such case, the Company shall, upon distribution to the Holder, consider the Exercise Price to have been paid in full and, in making settlement to the Holder, shall deduct an amount equal to the Exercise Price from the amount payable to the Holder. 5.4 The Company may retain a firm of independent public accountants of recognized standing (who may be any such firm employed by the Company) to make any computation required under this Section 5, and a certificate signed by such firm shall be conclusive evidence of the correctness of any computation made under this Section 5. 5.5 Whenever the number of Warrant Shares to be received upon such exercise, or Exercise Price shall be adjusted as therein specified. The term “Exercise Price” required by the provisions of this Section 5, the Company forthwith shall mean file in the exercise price in effect custody of its secretary or an assistant secretary, at its principal office, an officer's certificate showing the date the adjusted number of Warrant Shares and Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5and setting forth in reasonable detail the circumstances requiring the adjustment. Any term not defined herein Each such officer's certificate shall have be made available at all reasonable times during reasonable hours for inspection by the meaning ascribed thereto in the Underwriting AgreementHolder.

Appears in 1 contract

Samples: Series a Preferred Stock and Warrant Purchase Agreement (SRS Labs Inc)

Warrant. THIS WARRANT CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of [](this “Warrant”) certifies that, pursuant to that certain underwriting agreement by and among Chanson International Holding., a Cayman Islands exempted company (the “Company”), and XX Xxxxxx, a division of Benchmark Investments, LLC (the “Representatives” and each, a “Representative”), dated [●], 2023 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC (in such capacity with its permitted successors or assignees, the “"Holder"), as registered owner of this Warrant, to Cutanea Life Sciences, Inc. (the "Company"), Holder is entitled, subject to Section 3 hereof, at any time or from time to time from ________________ [●], 2023 DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] (the “Exercise "Commencement Date"), and at or before 5:00 p.m.5:00p.m., Eastern timeTime, ___________________ [●], 2028 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 [____] Class A ordinary shares (of common stock of the “Shares”)Company, par value $0.0001 0.001 per share, of share (the Company, "Shares") subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this the Warrant. This Warrant is initially exercisable at $[________] per Share (100120% of the initial public offering price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5 6 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term "Exercise Price" shall mean the initial exercise price in effect at or the date adjusted exercise price, depending on the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreementcontext.

Appears in 1 contract

Samples: Underwriting Agreement (Cutanea Life Sciences Inc)

Warrant. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS WARRANT SECURITY MUST NOT TRADE THE SECURITY OR THE SECURITIES ISSUED UPON THE EXERCISE OF THIS SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE [CLOSING DATE]. EXERCISABLE FOLLOWING THE DATE HEREOF AND PRIOR TO THE EXPIRY TIME (this AS DEFINED BELOW) AT WHICH TIME THESE WARRANTS SHALL EXPIRE AND BE NULL AND VOID. Warrant Certificate No.: W-[●]-2023-[●] Original Issue Date: [●], 2023 (A corporation incorporated under the laws of British Columbia) FOR VALUE RECEIVED, CELLY NUTRITION CORP., a corporation incorporated under the laws of the Province of British Columbia (the WarrantCorporation”), hereby certifies that FSD PHARMA INC., a corporation duly incorporated under the laws of the Province of Ontario or its registered assigns (the “Holder”) certifies thatis entitled to purchase from the Corporation, at any time following the date hereof and prior to the Expiry Time (as defined herein), a number of Common Shares (as defined herein) that would result in the Holder’s aggregate holdings of Common Shares, calculated as of the Record Date, equal to (a) 25% of the Common Shares Deemed Outstanding as of the Record Date less (b) the aggregate number of Common Shares previously issued (x) under the License Agreement (as defined below); and (y) from time to time as a result of any partial exercise of this Warrant in accordance with Section 3, in each case, at an exercise price determined by the prevailing market value, which in any event, in aggregate, shall be the aggregate price of no more than CAD$1 for all Common Shares issued pursuant to this Warrant (the “Exercise Price”), all subject to the terms, conditions and adjustments set forth below in this Warrant. For clarity, in no event shall Holder’s holdings in the Corporation exceed, at any time, more than an aggregate total of 25% of the Common Shares Deemed Outstanding, pursuant to that certain underwriting agreement by this Warrant and among Chanson International Holding., a Cayman Islands exempted company (the “Company”), and XX Xxxxxx, a division License Agreement. Certain capitalized terms used herein are defined in Section 1. This Warrant has been issued under the terms of Benchmark Investments, LLC (the “Representatives” and each, a “Representative”)Exclusive Intellectual Property License Agreement, dated as of [●], 2023 (the “Underwriting License Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC (in such capacity with its permitted successors or assignees, between the “Holder”), as registered owner of this Warrant, is entitled, subject to Section 3 hereof, at any time or from time to time from [●], 2023 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, [●], 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A ordinary shares (the “Shares”), par value $0.0001 per share, of the Company, subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] per Share (100% of the initial public offering price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted by this Warrant, including the exercise price per Share Corporation and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the exercise price in effect at the date the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting AgreementHolder.

Appears in 1 contract

Samples: Exclusive Intellectual Property License Agreement (Quantum Biopharma Ltd.)

Warrant. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. Warrant Shares: 100,000,000 Issuance Date: December 30, 2021 THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, pursuant for value received, __________________________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to that certain underwriting agreement by the limitations on exercise and among Chanson International Holding.the conditions hereinafter set forth, at any time on or after the Issuance Date and on or prior to the close of business on the 5-year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Camber Energy, Inc., a Cayman Islands exempted company Nevada corporation (the “Company”), and XX Xxxxxx, a division up to 100,000,000 Warrant Shares of Benchmark Investments, LLC (Common Stock. The purchase price per share of Common Stock under this Warrant shall be equal to the “Representatives” and each, a “Representative”), dated [●], 2023 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC (in such capacity with its permitted successors or assignees, the “Holder”)Exercise Price, as registered owner of this Warrant, is entitled, subject to Section 3 hereof, at any time or from time to time from [●], 2023 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, [●], 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A ordinary shares (the “Shares”), par value $0.0001 per share, of the Company, subject to adjustment as provided defined in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] per Share (100% of the initial public offering price of the Shares sold in the Offering2(b); provided, however, that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the exercise price in effect at the date the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Camber Energy, Inc.)

Warrant. THIS WARRANT (this “Warrant”) certifies thatCERTIFIES THAT, pursuant to that certain underwriting agreement Underwriting Agreement by and among Chanson International Holdingbetween JOB AIRE GROUP INC., a Cayman Islands exempted company an Arizona corporation (the “Company”)) and Spartan Capital Securities, and XX XxxxxxLLC, a division of Benchmark Investments, LLC (on the “Representatives” and each, a “Representative”)other hand, dated [*], 2023 202[*], as amended (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark InvestmentsSpartan Capital Securities, LLC (in such capacity with its permitted successors or assignees, the “Holder”)) and its assignees, as registered owner holders of this Warrant, is entitled, subject to Section 3 hereof, at any time or from time to time from [*], 2023 202[*], the date that is one hundred and eighty (180) days after the date of the commencement of the sales of the Company’s Common Stock no par value (the “Exercise Common Stock”), (the “Effective Date”), and at or before 5:00 p.m., Eastern time, on [*], 2028 202[*] (five (5) years from the date hereof) (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [*] Class A ordinary shares of Common Stock (the “Shares”), par value $0.0001 per share, equal to five percent (5.0%) of the CompanyCommon Stock sold in the offering including any exercise of the overallotment option), subject to adjustment as provided in Section 5 hereof6 hereof (the “Warrant Shares”). For avoidance of doubt, Warrant (as defined below) will not be exercisable more than five (5) years from the commencement of sales of the Common Stock in the initial public offering. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant (“Warrant”). This Warrant is initially exercisable at $[●] per Share (100% of the initial public offering price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the exercise price in effect at the date the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5. Any term Capitalized terms not defined herein shall have the meaning ascribed thereto to them in the Underwriting AgreementAgreement by and among the Company.

Appears in 1 contract

Samples: Representative’s Warrant Agreement (Job Aire Group Inc.)

Warrant. THIS WARRANT (this “Warrant”) certifies thatCERTIFIES THAT, pursuant to that certain underwriting agreement Underwriting Agreement by and among Chanson International Holding.between Jowell Global Ltd., a Cayman Islands exempted company limited by shares (the “Company”) and Network 1 Financial Securities, Inc. (“Network 1”), and XX Xxxxxx, a division of Benchmark Investments, LLC as representative (the “Representatives” and each, a Representative”) of the several underwriters listed in Schedule A thereto (the RepresentativeUnderwriters”), dated [●], 2023 2021 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC Network 1 (in such capacity with its permitted successors or assigneesassigns, the “Holder”), as registered owner of this Warrant, is entitled, subject to Section 3 hereof, at any time or from time to time from [●], 2023 (the “Exercise Issuance Date”), and at or before 5:00 p.m., Eastern timeTime, [●], 2028 2026 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A ordinary shares shares, $0.0001 par value, of the Company (the “Ordinary Shares”), par value $0.0001 per share, of the Company, subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding business day which is not such a day in accordance with the terms herein, provided, however, for clarification, that banking institutions shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of banking institutions in The City of New York generally are open for use by customers on such day. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] ]4 per Ordinary Share (100% of the initial public offering price of the Shares sold in the Offering“Exercise Price”); provided, however, that upon the occurrence of any of the events specified in Section 5 6 hereof, the rights granted by this Warrant, including the exercise price Exercise Price per Ordinary Share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price in effect at or the date adjusted exercise price, depending on the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5context. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement. 1 5th year anniversary from the commencement of sales of the Offering.

Appears in 1 contract

Samples: Warrant Agreement (Jowell Global Ltd.)

Warrant. THIS WARRANT (this “Warrant”) certifies that, pursuant to that certain underwriting agreement by and among Chanson International Holding., Informix grants Xxxxxxxx a Cayman Islands exempted company warrant (the “Company”)"Warrant", and XX Xxxxxxtogether with the Joint Option, a division of Benchmark Investments, LLC (the “Representatives” and each, a “Representative”), dated [●], 2023 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC (in such capacity with its permitted successors or assignees, the “Holder”), as registered owner of this Warrant, is entitled, subject an "Option") to Section 3 hereof, at any time or purchase from Informix from time to time from [●], 2023 up to an additional number of shares (the "Warrant Preferred Shares", and together with the Joint Option Preferred Shares, the "Option Preferred Shares") of Preferred Stock as determined below at a purchase price (the "Warrant Purchase Price", and together with the Joint Option Purchase Price, the "Option Purchase Price") equal to the liquidation preference of such Warrant Preferred Shares. To exercise the Warrant, Xxxxxxxx shall have delivered one or more written notice(s) in the form attached hereto as Annex G (a "Warrant Notice") to Informix from time to time prior to the February 15, 1998 (the "Warrant Exercise Date"), provided that the Warrant Exercise Date shall be extended by one trading day for each trading day past September 21, 1997 on which Informix is not a Reporting Issuer (as defined in Regulation S). If the Warrant is exercised, such sale shall take place on a Warrant Closing Date (as defined below) upon satisfaction of the terms and conditions described herein. The aggregate liquidation preference of the Warrant Preferred Shares shall not exceed $35,000,000. Upon satisfaction or, if applicable, waiver of the relevant conditions set forth in Sections 8 and 9 hereof, the closing of the sale of the Warrant Preferred Shares (the "Warrant Closing", and together with the Joint Closing, an "Option Closing") shall take place initially via facsimile at Xxxxxxxx'x option on (i) the date that is three trading days following delivery of the Warrant Notice or (ii) in the event Xxxxxxxx has made a Registration Request under Section 7(a), the date that is 10 trading days excluding and following the date on which Informix notifies Xxxxxxxx that a registration statement relating to all shares of Converted Stock has been declared effective, or at such other date and time as Xxxxxxxx and Informix shall mutually agree (such date and time being referred to herein as the "Warrant Closing Date", and together with the Joint Closing Date, an "Option Closing Date"). In the event Xxxxxxxx has made a Registration Request under Section 7(a), and at notwithstanding Informix's best efforts, such registration statement has not been declared effective on or before 5:00 p.m.July 15, Eastern time1998, [●]the Warrant shall expire and no longer be exercisable and any prior notice of exercise of the Warrant shall be deemed to have been rescinded unless prior to such date Xxxxxxxx exercises the Warrant by delivery of a further Warrant Notice stating that Warrant Closing Date shall be the date that is three trading days following delivery of such Warrant Notice. Nothing in this section limits Informix's obligations under Section 7. The Warrant represented hereby shall be issued on the Closing Date pursuant to the Subscription Agreement dated August 12, 2028 1997 between Informix Corporation and Xxxxxxxx International Limited. Neither the Warrant represented hereby nor the securities issued upon exercise of the Warrant have been registered under the Securities Act of 1933, as amended (the “Expiration Date”"Securities Act"), but . The Warrant represented hereby may not thereafter, to subscribe for, purchase and receive, be exercised by or on behalf of any U.S. Person (as defined in whole or in part, up to [●] Class A ordinary shares regulation S under the Securities Act ("Regulation S")) unless the “Shares”), par value $0.0001 per share, securities issuable upon exercise of the Company, subject to adjustment as provided Warrant are registered under the Securities Act or an exemption from registration is available. The Warrant represented hereby shall be issued and sold in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised reliance on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] per Share (100% of the initial public offering price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted exemption from registration provided by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the exercise price in effect at the date the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement.Regulation S.

Appears in 1 contract

Samples: Subscription Agreement (Informix Corp)

Warrant. THIS WARRANT (this “Warrant”) certifies that, pursuant to that certain underwriting agreement by and among Chanson International Holding., i. Informix grants Xxxxxxxx a Cayman Islands exempted company warrant (the “Company”)"Warrant", and XX Xxxxxxtogether with the Joint Option, a division of Benchmark Investments, LLC (the “Representatives” and each, a “Representative”), dated [●], 2023 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC (in such capacity with its permitted successors or assignees, the “Holder”), as registered owner of this Warrant, is entitled, subject an "Option") to Section 3 hereof, at any time or purchase from Informix from time to time from [●], 2023 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, [●], 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A ordinary an additional number of shares (the "Warrant Preferred Shares", and together with the Joint Option Preferred Shares, the "Option Preferred Shares") of Preferred Stock as determined below at a purchase price (the "Warrant Purchase Price", and together with the Joint Option Purchase Price, the "Option Purchase Price") equal to the liquidation preference of such Warrant Preferred Shares. To exercise the Warrant, Xxxxxxxx shall have delivered one or more written notice(s) in the form attached hereto as Annex G (a "Warrant Notice") to Informix from time to time (a "Warrant Exercise Date") prior to April 15, 1999 (the "Warrant Expiration Date"), par value $0.0001 per shareprovided that the Warrant Expiration Date shall be extended by one trading day for each trading day past November 21, of the Company, subject to adjustment 1997 on which Informix is not a Reporting Issuer (as provided defined in Section 5 hereofRegulation S). If the Expiration Warrant is exercised, such sale shall take place on a Warrant Closing Date (as defined below) upon satisfaction of the terms and conditions described herein. The aggregate liquidation preference of the Warrant Preferred Shares shall not exceed $35,000,000. Upon satisfaction or, if applicable, waiver of the relevant conditions set forth in Sections 8 and 9 hereof, the closing of the sale of the Warrant Preferred Shares (the "Warrant Closing", and together with the Joint Closing, an "Option Closing") shall take place initially via facsimile at Xxxxxxxx'x option on (i) the date that is three trading days following delivery of the Warrant Notice or (ii) in the event Xxxxxxxx has made a day Registration Request under Section 7.a., the date that is 10 trading days excluding and following the date on which banking institutions are authorized Informix notifies Xxxxxxxx that a registration statement relating to all shares of Converted Stock has been declared effective, or at such other date and time as Xxxxxxxx and Informix shall mutually agree (such date and time being referred to herein as the "Warrant Closing Date", and together with the Joint Closing Date, an "Option Closing Date"). In the event Xxxxxxxx has made a Registration Request under Section 7.a., and notwithstanding Informix's best efforts, such registration statement has not been declared effective on or before September 15, 1999, the Warrant shall expire and no longer be exercisable and any prior notice of exercise of the Warrant shall be deemed to have been rescinded unless prior to such date Xxxxxxxx exercises the Warrant by law or executive order delivery of a further Warrant Notice stating that Warrant Closing Date shall be the date that is three trading days following delivery of such Warrant Notice. Nothing in this section limits Informix's obligations under Section 7. The Warrant represented hereby shall be issued on the Closing Date pursuant to closethe Subscription Agreement dated August 12, then this 1997 between Informix Corporation and Xxxxxxxx International Limited, as amended on November 17, 1997. Neither the Warrant represented hereby nor the securities issued upon exercise of the Warrant have been registered under the Securities Act of 1933, as amended (the "Securities Act"). The Warrant represented hereby may not be exercised by or on behalf of any U.S. Person (as defined in regulation S under the Securities Act ("Regulation S")) unless the securities issuable upon exercise of the Warrant are registered under the Securities Act or an exemption from registration is available. The Warrant represented hereby shall be issued and sold in reliance on the next succeeding day which is exemption from registration provided by Regulation S. ii. The Company covenants and agrees with the registered holder of the Warrant not to enter into a Transaction (as defined in the Certificate of Designation), unless as a condition to the consummation of any such Transaction: (1) such person shall expressly assume in writing all of the obligations of the Company under the Subscription Agreement and hereunder and deliver notice thereof to the registered holder hereof; and (2) upon consummation of such Transaction, the Warrant shall automatically become exercisable for the preferred stock of the acquiror (without regard to the form of acquisition consideration) with similar terms and at an exercise price equal to the Liquidation Preference of the Preferred Stock. It shall be a day condition to any Transaction that such warrant, in accordance with the terms herein. During hereof, be delivered immediately prior to the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] per Share (100% consummation of the initial public offering price Transaction. C. Section 5.b. of the Shares sold Subscription Agreement is hereby amended and restated in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted its entirety as therein specified. The term “Exercise Price” shall mean the exercise price in effect at the date the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement.follows:

Appears in 1 contract

Samples: Subscription Agreement (Informix Corp)

Warrant. THIS WARRANT AND THE SHARES OF COMMON STOCK UNDELYING THIS WARRANT (this COLLECTIVELY, THE WarrantSECURITIES”) HAVE NOT BEEN REGISTERED UNDER: (A) THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF SUCH ACT AND REGULATION D PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR, AND NEITHER THE WARRANT NOR THE UNDERLYING COMMON STOCK MAY BE TRANSFERRED OR, IN THE CASE OF THE WARRANT, EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES AND OTHER LAWS. To Purchase 133,500 Shares of Common Stock This certifies that, pursuant to that certain underwriting agreement by and among Chanson International Holding., a Cayman Islands exempted company (the “Company”), and XX Xxxxxx, a division of Benchmark Investments, LLC (the “Representatives” and each, a “Representative”), dated [●], 2023 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC (in such capacity with its permitted successors or assigneesfor value received, the “Holder”), as hereafter named registered owner of this Warrant, is entitled, subject to Section 3 hereofthe terms and conditions of this Warrant, at any time or from time to time from [●], 2023 (until the “Exercise Date”), and at or before 5:00 p.m., Eastern time, [●], 2028 (the “Expiration Date”), but not thereafterexpiration date, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A ordinary the number of shares (the “Shares”) set forth above of the common stock (“Common Stock”), par value $0.0001 of AMERICAN LEISURE HOLDINGS, INC. (the “Company”) from the Company at the purchase price per shareshare hereafter set forth below, on delivery of this Warrant to the Company with the exercise form duly executed and payment of the Companypurchase price (in cash, subject by certified or bank cashier’s check payable to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, of the Company agrees not to take any action that would terminate this Warrantor by wire transfer) for each Share purchased. This Warrant is initially exercisable at $[●] per Share (100% subject to the terms of the initial public offering price Warrant Agreement between the parties thereto dated as of July 9, 2007, with an effective date of June 26, 2007, the terms of which are hereby incorporated herein. Reference is hereby made to such Warrant Agreement for a further statement of the Shares sold in the Offering); provided, however, that upon the occurrence of any rights of the events specified in Section 5 hereof, the rights granted by holder of this Warrant. Registered Owner: Xxxxxxx X. Xxxxxx Date: July 9, including the exercise price per Share and the number of Shares to be received upon such exercise2007 Effective Date: June 26, shall be adjusted as therein specified. The term “Exercise Price” shall mean the exercise price in effect at the date the Exercise 2007 Purchase Price is determined, after giving effect to any adjustment pursuant to Section 5. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement.Per Share: $1.02

Appears in 1 contract

Samples: Warrant Agreement (American Leisure Holdings, Inc.)

Warrant. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (this THE WarrantACT), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) certifies thatA REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, pursuant to that certain underwriting agreement by and among Chanson International HoldingIF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL. Warrant Certificate No.: W-[__] Original Issue Date: March [__], 2021 FOR VALUE RECEIVED, EVO Transportation & Energy Services, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), and XX Xxxxxxhereby certifies that Midwest Bank, a division any of Benchmark Investments, LLC its affiliates or its registered assigns (the “Representatives” and each, a “Representative”), dated [●], 2023 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC (in such capacity with its permitted successors or assignees, the “Holder”)) is entitled to purchase from the Company One Million Two Hundred Fifty Thousand (1,250,000) duly authorized, as registered owner validly issued, fully paid and nonassessable shares of this Warrant, is entitled, subject to Section 3 hereof, Common Stock at any time or from time to time from [●], 2023 a purchase price per share of $0.01 (the “Exercise DatePrice”), and at or before 5:00 p.m., Eastern time, [●], 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A ordinary shares (the “Shares”), par value $0.0001 per share, of the Company, all subject to adjustment as provided the terms, conditions and adjustments set forth below in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] per Share (100% of the initial public offering price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified Certain capitalized terms used herein are defined in Section 5 1 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the exercise price in effect at the date the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement.

Appears in 1 contract

Samples: Settlement Agreement (EVO Transportation & Energy Services, Inc.)

Warrant. THE SECURITIES REPRESENTED BY THIS WARRANT (this “Warrant”) certifies thatHAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, pursuant to that certain underwriting agreement by and among Chanson International HoldingAS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT. Warrant No.: GOEV-[_] Number of Shares: [_______] Warrant Exercise Price: $0.___ Date of Issuance: January 31, 2024 CANOO INC., a Cayman Islands exempted company Delaware corporation (the “Company”), hereby certifies that, for good and XX Xxxxxxvaluable consideration, a division the receipt and sufficiency of Benchmark Investmentswhich are hereby acknowledged, LLC YA II PN, Ltd. (the “Representatives” and each, a “Representative”), dated [●], 2023 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC (in such capacity with its permitted successors or assignees, the “Holder”), as the registered owner of this Warrantholder hereof or its permitted assigns, is entitled, subject to Section 3 hereofthe terms set forth below, to purchase from the Company upon surrender of this Warrant, at any time or from time to time from times on or after the date hereof, but not after 11:59 P.M. Eastern Time on the Expiration Date (as defined herein) [●], 2023 _________] fully paid and nonassessable shares of Common Stock (as defined herein) of the Company (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, [●], 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A ordinary shares (the “Warrant Shares”), par value $0.0001 ) at the exercise price per share, of the Company, subject to adjustment as share provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law 1(b) below or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] per Share (100% of the initial public offering price of the Shares sold in the Offering)as subsequently adjusted; provided, however, that in no event shall the holder be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the occurrence aggregate number of shares of Common Stock beneficially owned by the holder and its affiliates to exceed 4.99% of the outstanding shares of the Common Stock following such exercise, except within sixty (60) days of the Expiration Date (however, such restriction may be waived by Holder (but only as to itself and not to any other holder) upon not less than 65 days prior notice to the Company). For purposes of the foregoing proviso, the aggregate number of shares of Common Stock beneficially owned by the holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such proviso is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the holder and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the events specified Company beneficially owned by the holder and its affiliates (including, without limitation, any convertible notes or preferred stock) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 5 hereof13(d) of the Securities Exchange Act of 1934, the rights granted by as amended. For purposes of this Warrant, including the exercise price per Share and in determining the number of Shares outstanding shares of Common Stock a holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of any holder, the Company shall promptly, but in no event later than one (1) Business Day following the receipt of such notice, confirm in writing to be received upon any such exerciseholder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be adjusted as therein specified. The term “Exercise Price” shall mean the exercise price in effect at the date the Exercise Price is determined, determined after giving effect to any adjustment pursuant to Section 5. Any term not the exercise of Warrants (as defined herein shall have below) by such holder and its affiliates since the meaning ascribed thereto in the Underwriting Agreementdate as of which such number of outstanding shares of Common Stock was reported.

Appears in 1 contract

Samples: Warrant Cancellation and Exchange Agreement (Canoo Inc.)

Warrant. THIS WARRANT 5.1. As an inducement to Executive entering into this Agreement, the Company will deliver to Executive, within ten (this “10) days of the date hereof, a warrant (the "Warrant"), exercisable for a period of five years from the date hereof to purchase up to 500,000 shares of the Company's Common Stock (the "Warrant Shares") certifies thatat an exercise price of $1.60 per share (such price representing the closing price of the Company's common stock on October 11, 2005, as agreed upon between the parties hereto pursuant to that certain underwriting letter agreement by dated October 11, 2005, hereinafter referred to as the "Letter of Intent"). The Warrant will provide that Executive's right to acquire the Warrant Shares shall vest as follows: (i) 100,000 Warrant Shares upon the execution of this Agreement, (ii) 100,000 Warrant Shares on each of October 22, 2006, October 22, 2007, October 22, 2008 and among Chanson International Holding.October 22, 2009 and (iii) 100,000 Warrant Shares on the date, if any, that each New Florida Center commences its operations (i.e., performs a Cayman Islands exempted company PET scan for a fee on a patient) or on the closing date of the acquisition of any such New Florida Center during the Term of this Agreement (with respect to the “Company”vesting provisions set forth in clauses (ii) and (iii), the applicable Warrant Shares will vest on the earlier of such dates if and XX Xxxxxx, a division of Benchmark Investments, LLC (as they occur). Notwithstanding the “Representatives” and each, a “Representative”), dated [●], 2023 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC (in such capacity with its permitted successors or assigneesforegoing, the “Holder”)Warrant Shares which have not vested will immediately vest upon any issuance by the Company of a non-renewal notice prior to October 22, as registered owner of this Warrant, is entitled, subject to Section 3 hereof, at any time or from time to time from [●], 2023 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time, [●], 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A ordinary shares (the “Shares”), par value $0.0001 per share, of the Company, subject to adjustment 2010 as provided in Section 5 3.2 hereof or upon any termination of this Agreement by Executive pursuant to Section 3.3(g) hereof. If In the Expiration Date event this Agreement is a day on which banking institutions are authorized terminated by law the Company pursuant to Section 3.3(c) or executive order to closeSection 3.3(f), then this the Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing will expire on the date hereof of any such termination (Executive will be entitled to retain any Warrant Shares acquired by him upon the exercise of the Warrant prior to the date of any such termination). In addition, the Warrant shall also grant Executive one demand registration right with respect to the vested Warrant Shares underlying such Warrants and ending "piggy-back" registration rights with respect thereto. 5.2. Executive will have the right to exchange all (but not part) of the 400,000 vested Warrant Shares for a 20% equity interest in all of the New Florida Centers existing on the Expiration Datedate of any such exchange, without making any payment to the Company therefor, provided that Executive makes such election, in writing, prior to any exercise of the Warrant and not later than October 22, 2008. In the event that Executive fails to provide such notice to the Company by such date, Executive's exchange right described herein will terminate as of October 22, 2008. In the event that Executive exercises his exchange right under this Section 5.2, the Company agrees not that, at all times thereafter, all costs and expenses allocated by the Company to take the aforesaid New Florida Centers will be allocated on a basis consistent with the allocation of such costs and expenses at all imaging centers owned by the Company in which it has physician partners at the time of any action that would terminate this Warrantsuch exchange. 5.3. This Executive will execute any lock-up agreement with respect to the Warrant and/or the Warrant Shares which is initially exercisable at $[●] per Share (100% requested by any placement agent or underwriter of the initial public offering price Company's securities, provided that such lock-up agreement is on the same terms and conditions as the lock-up agreement signed by the other officers and directors of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the exercise price in effect Company at the date the Exercise Price is determined, after giving effect time and with respect to any adjustment pursuant to Section 5. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreementsuch request.

Appears in 1 contract

Samples: Executive Employment Agreement (Sagemark Companies LTD)

Warrant. THIS WARRANT (this “Warrant”) certifies thatCERTIFIES THAT, pursuant to in connection with, and conditioned upon, the closing of the transactions set forth in that certain underwriting agreement Amendment No. 2 to Term Loan and Security Agreement dated March 28, 2011, by and among Chanson International Holding.between PhotoMedex, a Cayman Islands exempted company Inc. (the “Company”), a Nevada corporation, and XX Xxxxxx, a division of Benchmark InvestmentsClutterbuck Funds, LLC (the “Representatives” and each, a “Representative”), dated [●], 2023 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC (in such capacity with its permitted successors or assignees, the “Holder”), as registered owner of this Warranta Delaware limited liability company, Holder is entitled, subject to Section 3 hereof, at any time or from time to time from [●]March 28, 2023 2011 (the “Exercise Commencement Date”), and at or before 5:00 p.m., Eastern timeTime, [●]March 27, 2028 2016 (the Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A ordinary 109,650 shares (the “Shares”)) of common stock of the Company, par value $0.0001 0.01 per share, of share (the Company, “Common Stock”) subject to adjustment as provided in Section 5 7 hereof. If the Expiration Date is a day on which banking institutions in New York, New York are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrantthe Warrant without the written consent of the Holder. This Warrant is initially exercisable at $[●] 5.70 per Share (100% of the initial public offering “Initial Exercise Price”, being the Nasdaq closing price of on March 8, 2011, and the Shares sold in same as $5.70, the OfferingNasdaq closing price on March 25, 2011); provided, however, that upon the occurrence of any of the events specified in Section 5 7 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the exercise price in effect at the date the Initial Exercise Price is determinedor the adjusted exercise price, after giving effect to any adjustment pursuant to Section 5. Any term not defined herein shall have depending on the meaning ascribed thereto in the Underwriting Agreementcontext.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Photomedex Inc)

Warrant. THIS WARRANT (this “Warrant”) certifies thatCERTIFIES THAT, pursuant to that certain underwriting agreement Underwriting Agreement by and among Chanson International Holding.between China Eco-Materials Group Co. Limited, a Cayman Islands exempted company (the “Company”) and Network 1 Financial Securities, Inc. (“Network 1”), and XX Xxxxxx, a division of Benchmark Investments, LLC as representative (the “Representatives” and each, a Representative”) of the several underwriters listed in Schedule A thereto (the RepresentativeUnderwriters”), dated [●], 2023 2019 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC Network 1 (in such capacity with its permitted successors or assigneesassigns, the “Holder”), as registered owner of this Warrant, is entitled, subject to Section 3 hereof, at any time or from time to time from [●], 2023 (the “Exercise Issuance Date”), and at or before 5:00 p.m., Eastern time, [●], 2028 2024 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A ordinary shares shares, $0.0001 par value, of the Company (the “Ordinary Shares”), par value $0.0001 per share, of the Company, subject to adjustment as provided in Section 5 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding business day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] per Ordinary Share (100% of the initial public offering price of the Shares sold in the Offering“Exercise Price”); provided, however, that upon the occurrence of any of the events specified in Section 5 6 hereof, the rights granted by this Warrant, including the exercise price Exercise Price per Ordinary Share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price in effect at or the date adjusted exercise price, depending on the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5context. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement. [1] 5th year anniversary of the Effective Date (as hereinafter defined). [2] warrants to purchase an amount equal to ten percent (10%) of the Ordinary Shares sold in the offering [3] The issuance date should be the Closing Date as defined in the Underwriting Agreement.

Appears in 1 contract

Samples: Warrant Agreement (China Eco-Materials Group Co. LTD)

Warrant. THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER: (this A) THE SECURITIES ACT OF 1933, AS AMENDED (THE WarrantACT), IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF SUCH ACT AND REGULATION S PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS WARRANT MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR, AND NEITHER THE WARRANT NOR THE UNDERLYING STOCK MAY BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF REGULATION S AND OTHER LAWS OR PURSUANT TO REGISTRATION UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS INVOLVING THIS WARRANT OR THE SECURITIES TO BE ISSUED UPON ITS EXERCISE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. This certifies that, pursuant to that certain underwriting agreement by and among Chanson International Holding., a Cayman Islands exempted company (the “Company”), and XX Xxxxxx, a division of Benchmark Investments, LLC (the “Representatives” and each, a “Representative”), dated [●], 2023 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC (in such capacity with its permitted successors or assigneesfor value received, the “Holder”), as hereafter named registered owner of this Warrant, is entitled, subject to Section 3 hereofthe terms and conditions of this Warrant, at any time or from time to time from [●], 2023 (until the “Exercise Date”), and at or before 5:00 p.m., Eastern time, [●], 2028 (the “Expiration Date”), but not thereafterexpiration date, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A ordinary the number of shares (the “Shares”) set forth above of the common stock (“Common Stock”), par value $0.0001 of DATA CALL TECHNOLOGIES, INC. (the “Company”) from the Company at the purchase price per shareshare hereafter set forth below, on delivery of this Warrant to the Company with the exercise form duly executed and payment of the purchase price (in cash or by certified or bank cashier’s check payable to the order of the Company, subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant) for each Share purchased. This Warrant is initially exercisable at $[●] per Share (100% subject to the terms of the initial public offering price Warrant Agreement between the parties thereto dated as of January 2, 2007, the terms of which are hereby incorporated herein. Reference is hereby made to such Warrant Agreement for a further statement of the Shares sold in the Offering); provided, however, that upon the occurrence of any rights of the events specified in Section 5 hereof, the rights granted by holder of this Warrant, including including, but not limited to the exercise price per Share and expiration dates of this Warrant as described in Section 3 of the number Warrant Agreement. Registered Owner: Xxxxx X. Xxxx Date: January 2, 2007 Purchase Price Per Share: US $0.10 Expiration Date: January 2, 2010, 5:00 p.m. Central Standard Time. WITNESS the signature of Shares to be received upon such exercisethe Company’s authorized officer: By /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx, shall be adjusted as therein specified. The term “Exercise Price” shall mean the exercise price in effect at the date the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement.Chief Executive Officer

Appears in 1 contract

Samples: Warrant Agreement (Data Call Technologies)

Warrant. THIS WARRANT In determining whether any rights or warrants entitle the holders of the Company’s Common Shares to subscribe for or purchase Common Shares at less than such Market Price, and in determining the aggregate price payable to exercise such rights or warrants, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise thereof, the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors. In the event the Company adopts or implements a shareholder rights agreement (this a WarrantShareholder Rights Plan”) certifies that, pursuant to which rights (“Rights”) are distributed to the holders of Common Shares of the Company and such Shareholder Rights Plan provides that certain underwriting agreement by and among Chanson International Holding.each Warrant Share issued upon exercise of this Warrant at any time prior to the distribution of separate certificates (or book entry Rights) representing such Rights will be entitled to receive such Rights, a Cayman Islands exempted company then there shall not be any adjustment to the exercise right or Exercise Price at any time prior to the distribution of separate certificates (the “Company”)or book entry Rights) representing such Rights. If, and XX Xxxxxxhowever, a division of Benchmark Investments, LLC (the “Representatives” and each, a “Representative”), dated [●], 2023 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC (in such capacity with its permitted successors or assignees, the “Holder”), as registered owner prior to any exercise of this Warrant, the Rights have separated from the Common Shares, the exercise right and Exercise Price shall be adjusted at the time of separation as described in Section 6.3(a); provided that no adjustment shall be made pursuant to this Section 6 in respect of such Rights with respect to any Holder which is, or is entitledan “affiliate” or “associate” of, subject an “acquiring person” under such Shareholder Rights Plan or with respect to Section 3 hereofany direct or indirect transferee of such Holder who receives this Warrant in such transfer after the time such Holder becomes, at any time or from time its affiliate or associate becomes, such an “acquiring person”. To the extent such Rights are not exercised prior to time from [●]their expiration, 2023 (termination or redemption, the “Exercise Date”)number of Warrant Shares for which this Warrant is exercisable shall again be adjusted to be the number of Warrant Shares for which this Warrant is exercisable that would then be in effect if such prior adjustment had been made on the basis of the issuance of, and at or before 5:00 p.m., Eastern time, [●], 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A ordinary shares (the “Shares”), par value $0.0001 per share, receipt of the Company, subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] per Share (100% of the initial public offering price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted by this Warrant, including the exercise price per Share and with respect to, only the number of Common Shares actually issued pursuant to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the exercise price in effect at the date Rights (and the Exercise Price is determined, after giving effect to any adjustment pursuant to Section 5. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreementalso correspondingly readjusted).

Appears in 1 contract

Samples: Investment Agreement (Despegar.com, Corp.)

Warrant. THIS WARRANT The Company agrees as additional compensation to issue to the Consultant 180,000 Common Stock Purchase Warrants (this WarrantWarrants”) certifies that, pursuant to that certain underwriting agreement by and among Chanson International Holding., for monthly services rendered over a Cayman Islands exempted company (12 month period commencing with the “Company”), and XX Xxxxxx, a division of Benchmark Investments, LLC (the “Representatives” and each, a “Representative”), dated [●], 2023 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC (in such capacity with its permitted successors or assignees, the “Holder”), as registered owner date of this Warrant, agreement. The terms and conditions of the Warrants will be set forth in a separate agreement containing the terms and conditions set forth in this paragraph and such other terms and conditions as are mutually acceptable to the Company and the Consultant. The Warrants will become earned at the rate of 15,000 Warrants at the first of each month of service that is entitled, subject rendered by Consultant under this agreement. The first 90,000 Warrants that are earned will have an exercise price of $7.00 per share and the remaining 90,000 Warrants will have an exercise price of $7.50. The Warrants that are earned will expire at the close of business on the fourth anniversary of the date of this agreement. Warrants that are not earned prior to Section 3 hereof, at any time or from time to time from [●], 2023 (termination of this agreement will expire upon termination of this agreement. Warrants will become exercisable on the “Exercise Date”), first anniversary of the date on which they are earned and at or before 5:00 p.m., Eastern time, [●], 2028 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, may be exercised in whole or in part, up to [●] Class A ordinary shares (part at any time until their expiration by the “Shares”), par value $0.0001 per share, submission of the Company, subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $[●] per Share (100% of the initial public offering price of the Shares sold an exercise notice in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares form to be received upon such exerciseattached as an exhibit to the Warrant agreement, shall be adjusted as therein specified. The term “Exercise Price” shall mean accompanied by payment of the exercise price in effect cash or certified check. The Company will use reasonable commercial efforts to register, under the Securities Act of 1933, the shares to be issued upon exercise of the Warrants, at its discretion, in one or more of the following ways: (i) for resale by Consultant, following issuance of the shares to be registered, either on a separate registration statement filed for that purpose or as part of another registration statement that the Company may file, provided that the Company shall not be required at any time to file a registration statement for less than 30,000 shares issued upon exercise of Warrants; or (ii) prior to exercise of the Warrants by Consultant if the Company determines, in its sole discretion, that it is then eligible to use a Form S-3 registration statement for such registration. Determination of compliance with registration requirements under Federal and State securities laws will be at the date sole discretion of the Exercise Price is determinedCompany. To the extent the shares issuable upon exercise are not registered prior to issuance, after giving effect they will bear a legend restricting transfer. The warrants will be subject to any adjustment pursuant to Section 5. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreementcustomary restrictions on transfer.

Appears in 1 contract

Samples: Consulting Agreement (Rockwell Medical Technologies Inc)