WARRANT AGENCY AGREEMENTWarrant Agency Agreement • June 17th, 2020 • Brickell Biotech, Inc. • Biological products, (no disgnostic substances) • New York
This WARRANT AGENCY AGREEMENT, dated as of ____________, 2020 (“Agreement”), between Brickell Biotech, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
Shares of Common Stock (or Pre-Funded Warrants to Purchase Shares of Common Stock in Lieu Thereof) Warrants to Purchase _________ Shares of Common Stock BRICKELL BIOTECH, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 17th, 2020 • Brickell Biotech, Inc. • Biological products, (no disgnostic substances) • New York
Brickell Biotech, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Oppenheimer & Co. Inc., as representative (the “Representative”) of the several underwriters named in Schedule I hereto (each, an “Underwriter” and collectively, the “Underwriters”), (i) an aggregate of ___________ authorized but unissued shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”) or pre-funded warrants (the “Pre-Funded Warrants”) to purchase Common Stock in lieu thereof at an exercise price of $0.001 per share (the “Pre-Funded Warrant Shares”), and (ii) warrants (the “Warrants”) to purchase up to an aggregate of ___________ shares of Common Stock (the “Warrant Shares”). The Shares, Warrants, the Pre-Funded Warrants, the Warrant Shares and the Pre-Funded Warrant Shares are collectively referred to as the “Securities.”
FORM OF WARRANT BRICKELL BIOTECH, INC. WARRANT TO PURCHASE COMMON STOCKBrickell Biotech, Inc. • June 17th, 2020 • Biological products, (no disgnostic substances) • New York
Brickell Biotech, Inc., a company organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CEDE & CO., the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [___] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ____________ (____________) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth
