UNDERWRITING AGREEMENT between KUBIENT, INC., and MAXIM GROUP LLC and JOSEPH GUNNAR & CO. LLC as Co-Representatives of the Several Underwriters KUBIENT, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 21st, 2020 • Kubient, Inc. • Services-computer integrated systems design • New York
The undersigned, Kubient, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Kubient, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Maxim Group LLC and Joseph Gunnar & Co. LLC (hereinafter collectively 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:
WARRANT TO PURCHASE COMMON STOCK KUBIENT, INC.Kubient, Inc. • December 21st, 2020 • Services-computer integrated systems design
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2021 (the date that is 180 days following the Effective Date, the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to or at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from KUBIENT, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.00001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
