SERIES A COMMON STOCK PURCHASE WARRANT NEUROBO PHARMACEUTICALS, INC.Warrant Agreement • November 3rd, 2022 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS SERIES A 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 Shareholder Approval is received and effective (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the first anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (
SHARES of Common Stock, _________ SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO ______ SHARES OF COMMON STOCK), _______ SERIES A Warrants (EXERCISABLE FOR ______ SHARES OF COMMON STOCK) and _______ SERIES B Warrants (EXERCISABLE FOR...Underwriting Agreement • November 3rd, 2022 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, NeuroBo Pharmaceuticals, Inc., a corporation incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of NeuroBo Pharmaceuticals, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
LEAK-OUT AGREEMENTLeak-Out Agreement • November 3rd, 2022 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations
This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and between NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).
LOCK-UP AGREEMENTLock-Up Agreement • November 3rd, 2022 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Re: Underwriting Agreement, dated 2022, by and between NeuroBo Pharmaceuticals, Inc. (the “Company”) and Ladenburg Thalmann & Co. Inc., (the “Representative”), acting as representative to the several underwriters (the “Underwriting Agreement”)
DATE: _____, 2022Voting Agreement • November 3rd, 2022 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations
Reference is made to that certain Underwriting Agreement, dated as of _____, 2022 (the “Underwriting Agreement”), between NeuroBo Pharmaceuticals, Inc. (the “Company”) and Ladenburg Thalmann & Co. Inc., as representative of the underwriters named therein (the “Representative”) which provides for the execution and delivery of this voting agreement (“Voting Agreement”). The Underwriting Agreement relates to the public offering of Company’s securities being conducted as set forth in the Company’s registration statement on Form S-1 (Registration No. 333-267482). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement.
DATE: _____, 2022Voting Agreement • November 3rd, 2022 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations
Reference is made to that certain Underwriting Agreement, dated as of _____, 2022 (the “Underwriting Agreement”), between NeuroBo Pharmaceuticals, Inc. (the “Company”) and Ladenburg Thalmann & Co. Inc., as representative of the underwriters named therein (the “Representative”) which provides for the execution and delivery of this voting agreement (“Voting Agreement”). The Underwriting Agreement relates to the public offering of Company’s securities being conducted as set forth in the Company’s registration statement on Form S-1 (Registration No. 333-267482). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement.
