0001144204-14-017157 Sample Contracts

ENERGOUS Corporation UNDERWRITER WARRANT 600,000 shares of Common Stock March _______ , 2014
Underwriter Warrant • March 21st, 2014 • Energous Corp • Radio & tv broadcasting & communications equipment • New York

This UNDERWRITER WARRANT (this “Warrant”) of Energous Corporation, a corporation, duly organized and validly existing under the laws of the State of Delaware (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of March , 2014 (the “Underwriting Agreement”), between the Company and MDB Capital Group, LLC (the “Underwriter”) relating to a firm commitment public offering (the “Offering”) of shares of common stock, $0.00001 par value per share, of the Company (the “Common Stock”) underwritten by the Underwriter.

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UNDERWRITING AGREEMENT
Underwriting Agreement • March 21st, 2014 • Energous Corp • Radio & tv broadcasting & communications equipment • New York

The undersigned, Energous Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with MDB Capital Group, LLC (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”), as follows:

MDB Capital Group, LLC
Energous Corp • March 21st, 2014 • Radio & tv broadcasting & communications equipment
MDB Capital Group, LLC
Energous Corp • March 21st, 2014 • Radio & tv broadcasting & communications equipment
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