UNDERWRITING AGREEMENT between TRIO PETROLEUM CORP. and SPARTAN CAPITAL SECURITIES, LLC, as Representative of the Several Underwriters TRIO PETROLEUM CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • April 20th, 2023 • Trio Petroleum Corp. • Crude petroleum & natural gas • New York
The undersigned, Trio Petroleum Corp., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Spartan Capital Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas • Arizona
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 6, 2024, by and between TRIO PETROLEUM CORP., a Delaware corporation, with its address at 5401 Business Park, Suite 115, Bakersfield, CA 93309 (the “Company”), and TARGET CAPITAL 1 LLC, an Arizona limited liability company, with its address at 144 Hillside Village, Rio Grande, PR 00745 (the “Buyer”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT TRIO PETROLEUM CORP.Pre-Funded Common Stock Purchase Warrant • July 15th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Trio Petroleum Corp., a company incorporated under the laws of the State of Delaware (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 17th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of April 16, 2024, between Trio Petroleum Corporation., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 12th, 2022 • Trio Petroleum Corp. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made as of ______ __, 20__ by and between Trio Petroleum Corp.., a Delaware corporation (the “Company”), and __________, [a member of the Board of Directors/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
TRIO PETROLEUM CORP., as ISSUER and [ ], as INDENTURE TRUSTEE INDENTURE Dated as of [ ]Indenture • September 5th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas • New York
TRIO PETROLEUM CORP. COMMON STOCK SALES AGREEMENTSales Agreement • September 27th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas • New York
Trio Petroleum Corp., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Spartan Capital Securities, LLC (the “Sales Agent”), as follows:
EXHIBIT A Representative’s Warrant AgreementRepresentative’s Warrant Agreement • December 8th, 2022 • Trio Petroleum Corp. • Crude petroleum & natural gas • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) SPARTAN CAPITAL SECURITIES, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF SPARTAN CAPITAL SECURITIES, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
Representative’s Warrant AgreementWarrant Agreement • April 20th, 2023 • Trio Petroleum Corp. • Crude petroleum & natural gas • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING APRIL 17, 2023 TO ANYONE OTHER THAN (I) SPARTAN CAPITAL SECURITIES, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF SPARTAN CAPITAL SECURITIES, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 18th, 2022 • Trio Petroleum Corp. • Crude petroleum & natural gas • Wyoming
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is five years from the date of the Liquidity Event (the “Termination Date”) but not thereafter, to subscribe for and purchase from Trio Petroleum Corp., a Delaware corporation (the “Company”), up to _______________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 15th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas • New York
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 25th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas • Delaware
This Amended and Restated Securities Purchase Agreement (this “Agreement”) is dated as of April 24, 2024, between Trio Petroleum Corporation., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • June 28th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas • Delaware
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of June 27, 2024, between Trio Petroleum Corp., a Delaware corporation (the “Company”), with corporate headquarters at 4115 Blackhawk Plaza Circle, Suite 100, Danville, CA 94506 (the Company and each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, which shall include all Material Subsidiaries of the Company formed or acquired after the date hereof, are hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”), the Investors (each as defined in the Purchase Agreement, as defined in this Agreement) and the Collateral Agent for the benefit of itself as an Investor and the other Investor (together with their respective successors and permitted assigns, each a “Secured Party” and collectively, the “Secured Parties”) who execute this Agreement. This Agreeme
COMMON STOCK PURCHASE WARRANT TRIO PETROLEUM CORP.Security Agreement • June 28th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________________, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June 27, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York, NY time) on June 27, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Trio Petroleum Corp., a Delaware corporation (the “Company”), up to Seven Hundred and Forty-Four Thousand Six Hundred and Two (744,602) shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 15th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Employment Agreement”) is made by and between Robin Ross (“Executive”) and Trio Petroleum Corp (the “Company”). Executive and the Company, each a “Party,” are collectively referred to as the “Parties.” This Agreement shall be effective as of July 11, 2024 (the “Effective Date”).
ContractNote Agreement • June 28th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF, MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF, PURSUANT TO THE TERMS OF THIS NOTE.
Subscription AgreementSubscription Agreement • January 20th, 2023 • Trio Petroleum Corp. • Crude petroleum & natural gas • New York
THE SECURITIES ARE BEING OFFERED PURSUANT TO SECTION 4(A)(2) OF THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND RULE 506(b) PROMULGATED THEREUNDER AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.
ContractWarrant Agreement • January 6th, 2023 • Trio Petroleum Corp. • Crude petroleum & natural gas • New York
NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 15th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [___________], 2024, between Trio Petroleum Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of June 27, 2024, by and among Trio Petroleum Corp. (the “Company”), and each Person identified on the signature pages hereto as an “Investor” (together with their respective successors and assigns, each an “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 28th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of June 27, 2024, between Trio Petroleum Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Investor” and collectively the “Investors”).
VOTING AGREEMENTVoting Agreement • June 28th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of June __, 2024, by and among Trio Petroleum Corp. (the “Company”) and each person listed on Schedule A hereto (each, a “Stockholder”). The Company and each Stockholder are sometimes individually referred to as a “Party,” and they are sometimes collectively referred to as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 18th, 2022 • Trio Petroleum Corp. • Crude petroleum & natural gas • Wyoming
This Securities Purchase Agreement (this “Agreement”) is dated as of January 28, 2022 between Trio Petroleum Corp, a Delaware corporation (the “Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” or “Holder”) and collectively, the “Investors”).
PLACEMENT AGENT WARRANT AGREEMENTPlacement Agent Warrant Agreement • January 2nd, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) SPARTAN CAPITAL SECURITIES, LLC IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF SPARTAN CAPITAL SECURITIES, LLC.
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • April 25th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED SECURITY AGREEMENT, which amends and restated that certain Security Agreement, dated a April 16, 2024, between the Company and the Initial Purchaser) (as may be further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) effective on April 24, 2024, between Trio Petroleum Corp., a Delaware corporation (the “Company”), with corporate headquarters at 4115 Blackhawk Plaza Circle, Suite 100, Danville, CA 94506 (the Company, each Material Subsidiary, and each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, which shall include all Material Subsidiaries of the Company formed or acquired after the date hereof are hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and each of the signatories to this Agreement, in its capacity as a Purchaser (as defined in the Purchase Agreement (as hereinafter defined); all terms u
SECURITY AGREEMENTSecurity Agreement • April 17th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas • Delaware
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) executed on April 16, 2024 and becoming effective on the Effective Date, between Trio Petroleum Corp., a Delaware corporation (the “Company”), with corporate headquarters at 4115 Blackhawk Plaza Circle, Suite 100, Danville, CA 94506 (the Company, each Material Subsidiary, and each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, which shall include all Material Subsidiaries of the Company formed or acquired after the date hereof are hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and the secured party whose signature appears on the signature page of this Agreement (the “Secured Party”).
AMENDMENT TO LEASEHOLD ACQUISITION AND DEVELOPMENT AGREEMENTLeasehold Acquisition and Development Agreement • January 5th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas
This AMENDMENT TO LEASESHOLD ACQUISITION AND DEVELOPMENT AGREEMENT (the “Amendment”), dated as of December 29, 2023 (the “Effective Date”) is by and between HEAVY SWEET OIL LLC (“HSO”) and TRIO PETROLEUM CORP (“TPET” and together with HSO, the “Parties”), and amends that certain Leasehold Acquisition and Development Agreement entered into by and between the Parties, dated as of November 10, 2023 (the “Option Agreement”). Capitalized terms used but not otherwise defined in this Amendment have the respective meanings ascribed to them in the Option Agreement.
AMENDMENT TO TRANSACTION DOCUMENTSSecurities Purchase Agreement • January 2nd, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas
This Amendment to Securities Purchase Agreement (this “Amendment”) is dated as of December 29, 2023, between Trio Petroleum Corp., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (together with its successors and assigns, the “Investor”), which amends that certain Securities Purchase Agreement between the Company and the Investor, dated as of October 4, 2023 (the “Purchase Agreement”). The Company and the Investor are sometimes each individually referred to herein as a “Party” and collectively as the “Parties.” All initially capitalized terms not otherwise defined herein shall have the meaning given to those terms in the Purchase Agreement.
LEASEHOLD ACQUISITION AND DEVELOPMENT OPTION AGREEMENTLeasehold Acquisition and Development Option Agreement • January 5th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas • Utah
WHEREAS, HSO holds certain tar sands production leases in the State of Utah described in Exhibit A (the “Leases”) on certain properties described in Exhibit A (the “Property”), and is offering a 20% of 100% production share (“Proportionate Production Share”) to TPET in the Leases and HSO’s initial 960 acre drilling and production program, per the Asphalt Ridge Development Plan attached hereto as Exhibit B (the “Development Plan”), and additional rights as set forth herein;
SENIOR SECURED CONVERTIBLE NOTE AMENDMENTSenior Secured Convertible Note Amendment • February 28th, 2023 • Trio Petroleum Corp. • Crude petroleum & natural gas
THIS SENIOR SECURED CONVERTIBLE NOTE AMENDMENT (this “Agreement”), dated as of February 23, 2023, is entered by and among Trio Petroleum Corp., a Delaware corporation (the “Company”), and the parties identified as “Investors” on the signature pages hereto (collectively with the Company, the “Parties”).
TRIO PETROLEUM CORP.Warrant Agreement • September 21st, 2023 • Trio Petroleum Corp. • Crude petroleum & natural gas
Reference is made to that certain Common Stock Purchase Warrant issued by Trio Petroleum Corp. (the “Company”) on January 28, 2022, a copy of which is attached as Exhibit A hereto (the “Warrant”), with an exercise price of $1.03 (the “Initial Exercise Price”), which was issued to Theseus Capital Ltd. and assigned to Elpis Capital Ltd. (the “Holder”), pursuant to a Warrant Assignment Agreement dated July 5, 2022, a copy of which is attached as Exhibit B hereto. The Warrant is currently exercisable for up to 559,878 shares (the “Warrant Shares”) of the Company’s Common Stock, par value $0.0001 per share. Warrant Shares in the aggregate amount of 699,847 shares of Common Stock (125% of the number of Warrant Shares currently available upon exercise of the Warrant) have been registered for resale pursuant to the registration statement on Form S-1 with File No. 333-272638 (the “Registration Statement”). The Registration Statement is currently effective and, upon exercise of the Warrant pursu
AGREEMENT FOR PURCHASE AND SALE OF AN UNDIVIDED INTEREST IN THE McCOOL RANCH OIL FIELDPurchase and Sale Agreement • October 17th, 2023 • Trio Petroleum Corp. • Crude petroleum & natural gas • California
This Agreement for Purchase and Sale of an Undivided Interest in the McCool Ranch Oil Field (Hangman Hollow area) (“Agreement”), which includes without limitation Wells, Assets and Oil and Gas Leases (all as defined herein) is made and entered into on October 16, 2023, by and between Trio Petroleum LLC, a California limited liability company, on the one hand, and Trio Petroleum Corp, a Delaware corporation, on the other hand. Trio Petroleum LLC may sometimes be referred to in this Agreement as “Trio” or Seller.” Trio Petroleum Corp may be referred to in this Agreement as “Corp” or “Purchaser.” Seller and Purchaser may sometimes be referred to in this Agreement singularly as a “Party” and collectively as the “Parties.”
SENIOR SECURED CONVERTIBLE NOTE AMENDMENTSenior Secured Convertible Note Amendment • March 17th, 2023 • Trio Petroleum Corp. • Crude petroleum & natural gas
THIS SENIOR SECURED CONVERTIBLE NOTE AMENDMENT (this “Agreement”), dated as of March 15, 2023, is entered by and among Trio Petroleum Corp., a Delaware corporation (the “Company”), and the parties identified as “Investors” on the signature pages hereto (collectively with the Company, the “Parties”).
CONSULTING AGREEMENTConsulting Agreement • July 15th, 2024 • Trio Petroleum Corp. • Crude petroleum & natural gas • California
THIS CONSULTING AGREEMENT is made effective as of July 11, 2024 (the “Effective Date”), by and between Michael L. Peterson (“Peterson” or “Consultant”), an individual, and Trio Petroleum Corp. (“Company”).
TRIO PETROLEUM CORP.Common Stock Purchase Warrant Agreement • July 11th, 2023 • Trio Petroleum Corp. • Crude petroleum & natural gas
Reference is made to that certain Common Stock Purchase Warrant issued by Trio Petroleum Corp. (the “Company”) on January 28, 2022, a copy of which is attached as Exhibit A hereto (the “Warrant”), with an exercise price of $1.03 (the “Initial Exercise Price”), currently held by ___________________ (the “Holder”). The Warrant is currently exercisable for up to _______ shares (the “Warrant Shares”) of the Company’s Common Stock, par value $0.0001 per share. Warrant Shares in the aggregate amount of _________ shares of Common Stock (125% of the number of Warrant Shares currently available upon exercise of the Warrant) have been registered for resale pursuant to the registration statement on Form S-1 with File No. 333-272638 (the “Registration Statement”). The Registration Statement is currently effective and, upon exercise of the Warrant pursuant to this letter agreement, will be effective for the resale of ________ Warrant Shares by the Holder. Capitalized terms not otherwise defined her
