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: Chanson International Holding, Chanson International Holding

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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: Warrant Agreement (Consumer Capital Group, Inc.), Underwriting Agreement (Consumer Capital Group, 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 (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), 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), Warrant Agreement (Ventrus Biosciences 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: Warrant Agreement (Golden Metropolis International 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 CERTIFIES THAT, _____ (this “Warrant”) certifies that, pursuant to that certain underwriting agreement by and among Chanson International Holding., a Cayman Islands exempted company (the “Company”"Holder"), 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 or such capacity with its permitted successors or assignees, the “Holder”), as registered owner of this Warrant’s legal assigns, is entitled, subject to Section 3 hereof, at any time or from time to time from [●]time, 2023 upon vesting of this Warrant (the “Exercise "Commencement Date"), and at or before 5:00 p.m., Eastern timeTime on OCTOBER __, [●], 2028 2016 (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 (”Common Stock”) of Flex Fuels Energy, Inc. (the “SharesCompany”) at an exercise price of $0.07 per share. Notwithstanding the foregoing, if during the term of this Warrant the Holder shall cease, for any reason, to be an employee, officer or director of the Company (the “Triggering Event”), par value $0.0001 per shareas the case may be, including by reason of death, the Warrant shall immediately expire to the extent not vested at the time of or by reason of the Company, subject to adjustment as provided in Section 5 hereofTriggering Event. 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 $[●] the above stated prices per Share (100% share of the initial public offering price of the Shares sold in the Offering)Common Stock purchased; 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 prices and the number of Shares shares of Common Stock 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: Flex Fuels Energy, 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 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: Warrant Agreement (Job Aire Group Inc.)

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: Chanson International Holding

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. THIS WARRANT CERTIFIES THAT, in consideration of $10 duly paid by or on behalf of Network 1 Financial Securities, Inc. (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 to Delicious Brands, Inc. ("Company"), Holdxx xx entitled, subject to Section 3 hereof, at any time or from time to time from [●]at or after _______, 2023 1999 (the “Exercise "Commencement Date"), and at or before 5:00 p.m., Eastern timeTime, [●]_______, 2028 2003 (the “"Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] Class A ordinary 100,000 shares (the “Shares”), par value $0.0001 per share, of Common Stock of the Company, subject $.01 par value ("Common Stock"). This Warrant is one of a series of similar Warrants of like tenor to adjustment purchase up to _________ shares of Common Stock (collectively, the "Warrants"). The shares of Common Stock are sometimes collectively referred to herein as provided in Section 5 hereof. the "Securities." 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 that 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% share of the initial public offering price of the Shares sold in the Offering)Common Stock purchased; 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 shares of Common Stock 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: Delicious Brands 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 and ending on of any such termination (Executive will be entitled to retain any Warrant Shares acquired by him upon the Expiration Dateexercise of the Warrant prior to the date of any such termination). In addition, the Company agrees not Warrant shall also grant Executive one demand registration right with respect to take any action that would terminate this Warrant. This the vested 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 underlying such Warrants and "piggy-back" registration 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 Agreementwith respect thereto.

Appears in 1 contract

Samples: Employment Agreement (Sagemark Companies LTD)

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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 CERTIFIES THAT, in consideration of $100.00 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 CPI Aerostructures, Inc. ("Company"), Holder is entitled, subject to Section 3 hereof, at any time or from time to time from [●]at or after February __, 2023 2004 (the “Exercise "Commencement Date"), and at or before 5:00 p.m., Eastern timeTime, [●]February __, 2028 2008 (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, _________) Common Shares of the Company, subject $.001 par value ("Common Shares"), pursuant to adjustment which the Company has registered Common Shares. This Warrant is one of a series of similar warrants of like tenor to purchase up to 200,000 Common Shares (collectively, the "Warrants"). The Common Shares are sometimes referred to herein as provided in Section 5 hereof. the "Securities." 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 that 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 Common Share (100% of the initial public offering price of the Shares sold in the Offering)purchased; 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 Common 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: Cpi Aerostructures Inc

Warrant. THIS WARRANT CERTIFIES THAT, in consideration of _______ and other good and valuable consideration, 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 American Biogenetic Sciences, Inc. ("Company"), Holder is entitled, subject to Section 3 hereof, at any time or from time to time from [●], 2023 at or after the dates set forth in the vesting schedule set forth below (the “Exercise each a "Commencement Date"), and at or before 5:00 p.m., Eastern timeTime __________, [●], 2028 2002 (the “"Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] _____________________________________________________ shares of Class A ordinary shares (the “Shares”), par value $0.0001 per share, Common Stock of the Company, subject to adjustment as provided in Section 5 hereofCompany ("Common Stock"). 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 $[●] a price per Share (100% share of the initial public offering price Common Stock as follows: _______ with respect to ________ shares of the Shares sold in the Offering)Common Stock, _______ with respect to _______ shares of Common Stock, and of ______ with respect to ______ shares of Common Stock; 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 applicable exercise price per Share and the number of Shares shares of Common Stock 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: American Biogenetic Sciences 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: Jowell Global 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: J-Star Holding Co., 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 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)

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