SERIES A WARRANT AGREEMENT Capnia, Inc. and , as Warrant Agent WARRANT AGREEMENTWarrant Agreement • November 4th, 2014 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS SERIES A 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 • November 4th, 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 all of the Option Shares (as defined below), Option Series A Warrants (as defined below), and Option Series B Warrants (as defined below and collectively with the Option Shares and the Option Series A Warrants, (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 shar
DELAWARE _ SEAL CAPNIA, INC. CORPORATE AUGUST 25, 1999 Series A warrants (the “Warrants”) to purchase shares of Common Stock, $0.001 par value (the “Common Stock”), of Capnia, Inc., a Delaware corporation (the “Company”). Each Warrant entitles the...Capnia, Inc. • November 4th, 2014 • Electromedical & electrotherapeutic apparatus
The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued or to be issued pursuant to a Series A Warrant Agreement dated as of , 2014 (the “Warrant Agreement”), duly executed and delivered by ____________________, a ______________, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the
