WARRANT AGREEMENT Capnia, Inc. and , as Warrant Agent WARRANT AGREEMENTWarrant Agreement • August 5th, 2014 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2014, is by and between Capnia, Inc., a Delaware corporation (the “Company”), and , a , as Warrant Agent (the “Warrant Agent”).
CAPNIA, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 5th, 2014 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • New York
The undersigned, Capnia, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), an aggregate of units (the “Firm Units”) of the Company’s securities, and, at the election of the Representative, up to additional units (the “Option Units”) of the Company’s securities (the Firm Units and the Option Units that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Units”). Each Unit consists of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant (each, a “Warrant” and collectively, the “Warrants”). Each Warrant entitles the holder to purchase one share of Common Stock (as more fully described in S
ContractSecurities Agreement • August 5th, 2014 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
