0001104659-23-120819 Sample Contracts

COMMON STOCK PURCHASE WARRANT GAIN THERAPEUTICS, inc.
Common Stock Purchase Warrant • November 22nd, 2023 • Gain Therapeutics, Inc. • Pharmaceutical preparations • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cede & Co. 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 _______, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gain Therapeutics, Inc., a company incorporated under the laws of the State of Delaware (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). 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 (“DTC”) shall initially be the sole registered holder of th

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WARRANT AGENT AGREEMENT
Warrant Agent Agreement • November 22nd, 2023 • Gain Therapeutics, Inc. • Pharmaceutical preparations

WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of November 21, 2023 (the “Issuance Date”) between Gain Therapeutics, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Pacific Stock Transfer Company, a Nevada Corporation (the “Warrant Agent”).

UNDERWRITING AGREEMENT between GAIN THERAPEUTICS, INC. and NEWBRIDGE SECURITIES CORPORATION
Underwriting Agreement • November 22nd, 2023 • Gain Therapeutics, Inc. • Pharmaceutical preparations • New York

The undersigned, Gain Therapeutics, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Newbridge Securities Corporation (hereinafter referred to as “you” or the “Underwriter”) as follows:

COMMON STOCK PURCHASE WARRANT GAIN THERAPEUTICS, Inc.
Purchase Warrant • November 22nd, 2023 • Gain Therapeutics, Inc. • Pharmaceutical preparations

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 _______, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gain Therapeutics, Inc., a company incorporated under the laws of the State of Delaware (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).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 22nd, 2023 • Gain Therapeutics, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 21, 2023, between Gain Therapeutics, Inc., 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”).

Underwriter’s Warrant Agreement
Underwriter’s Warrant Agreement • November 22nd, 2023 • Gain Therapeutics, Inc. • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [Newbridge Securities Corporation] [other designee] 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 [•], 2024 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to 5:00 p.m. (New York City time) on the date that is five years (5) years following the date of the Underwriting Agreement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gain Therapeutics, Inc., a company incorporated under the laws of the State of Delaware (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).

COMMON STOCK PURCHASE WARRANT GAIN THERAPEUTICS, Inc.
Purchase Warrant Agreement • November 22nd, 2023 • Gain Therapeutics, Inc. • Pharmaceutical preparations

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 May 24, 2024 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to 5:00 p.m. (New York City time) on November 24, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gain Therapeutics, Inc., a company incorporated under the laws of the State of Delaware (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).

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