UNDERWRITING AGREEMENTUnderwriting Agreement • July 13th, 2021 • MOVING iMAGE TECHNOLOGIES INC. • Photographic equipment & supplies • New York
The undersigned, Moving iMage Technologies, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead 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:
ContractPurchase Warrant Agreement • July 13th, 2021 • MOVING iMAGE TECHNOLOGIES INC. • Photographic equipment & supplies • California
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 JULY 7, 2021 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF BOUSTEAD SECURITIES, LLC.
WARRANT TO PURCHASE STOCKWarrant Agreement • July 13th, 2021 • MOVING iMAGE TECHNOLOGIES INC. • Photographic equipment & supplies • California
This Warrant is being issued to Holder in connection with that certain Loan Agreement by and between Holder and Moving iMage Technologies, LLC, predecessor to the Company, dated as of October 28, 2019 and as amended from time to time (the “Loan Agreement”). The initial number of Shares issuable upon exercise of this Warrant is equal to $350,000 (the “Warrant Coverage Amount”) divided by the Warrant Price.
EXCHANGE AGREEMENTExchange Agreement • July 13th, 2021 • MOVING iMAGE TECHNOLOGIES INC. • Photographic equipment & supplies • Delaware
This Exchange Agreement (the “Agreement”) dated July 7, 2021 is entered into by and among Moving iMage Technologies, Inc., a Delaware corporation (“Parent”), and the equity holders of LLC listed on the signature pages of this Agreement (the “Members”).
