SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 18th, 2024 • iSpecimen Inc. • Services-commercial physical & biological research • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _, 2024, between iSpecimen 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”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT ISPECIMEN INC.Pre-Funded Common Stock Purchase Warrant • October 18th, 2024 • iSpecimen Inc. • Services-commercial physical & biological research • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (“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 hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from iSpecimen 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).
CONSULTING AGREEMENTConsulting Agreement • October 18th, 2024 • iSpecimen Inc. • Services-commercial physical & biological research • New Jersey
IR Agency LLC (the “Consultant” or “IR Agency”) is pleased to provide certain consulting services to Ispecimen inc (“you,” the “Client” or the “Company”) as more fully described in this agreement (the “Agreement”). This Agreement sets forth the terms and conditions pursuant to which the Company engages the Consultant to provide such services.
WestPark Capital, Inc.Placement Agent Agreement • October 18th, 2024 • iSpecimen Inc. • Services-commercial physical & biological research • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”), between WestPark Capital, Inc., as lead placement agent (“Placement Agent”), and iSpecimen, Inc., a company organized under the laws of the state of Nevada (the “Company”), the parties hereby agree the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of (i) shares (the “Shares”) of common stock of the Company, par value, $0.0001 per share (the “Common Stock”) and (ii) pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants”). The Shares and Pre-Funded Warrants actually sold by the Placement Agent are referred to herein as the “Securities.” The Securities and shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants have been registered and shall be offered and sold pursuant to the Company’s registration statement on Form S-1 (File No. 333-[ ]) (the “Registrat
