COMMON STOCK PURCHASE WARRANT CYTODYN INC.Common Stock Purchase Warrant • September 8th, 2017 • CytoDyn 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 [ ] (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CytoDyn Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.001 per share (the “Common Stock”) of the Company. 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).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 8th, 2017 • CytoDyn Inc. • Pharmaceutical preparations • New York
hereto as Annex II, in the name of a nominee designated by the Investor (b) the Company shall cause to be delivered to the Investor one Common Stock Purchase Warrant, in substantially the form attached hereto as Appendix II, evidencing Warrants to purchase the number of Warrant Shares set forth on the Signature Page and (c) the aggregate purchase price for the Shares and Warrants being purchased by the Investor will be delivered by or on behalf of the Investor to the Company.
PLACEMENT AGENT AGREEMENT August 8, 2017Placement Agent Agreement • September 8th, 2017 • CytoDyn Inc. • Pharmaceutical preparations
This Placement Agent Agreement (“Agreement”) is made by and between CytoDyn Inc., a Delaware corporation (the “Company”), and Paulson Investment Company, LLC, a Delaware limited liability company (the “Placement Agent”), as of the date first above written. The Company hereby engages the Placement Agent to assist the Company as its exclusive placement agent in arranging an offering of its equity securities (the “Securities”) which will be subject to a registration statement (the “Registration Statement”) on Form S-3 previously declared effective by the United States Securities and Exchange Commission (the “SEC”) , on terms to be determined by the parites hereto (the “Offering”). The terms of the Offering will be more fully described in the definitive transaction documents pertaining to the Offering, to be prepared by the Company, with the assistance of the Placement Agent.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 8th, 2017 • CytoDyn Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September , 2017, between CytoDyn Inc., a Delaware corporation (the “Company”), and (“Purchaser”).
