PRE-FUNDED COMMON STOCK PURCHASE WARRANT SURGALIGN HOLDINGS, INC.Surgalign Holdings, Inc. • February 15th, 2022 • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Surgalign Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
COMMON STOCK PURCHASE WARRANT SURGALIGN HOLDINGS, INC.Common Stock Purchase Warrant • February 15th, 2022 • Surgalign Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS COMMON STOCK PURCHASE WARRANT (this “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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 15, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Surgalign Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
38,565,220 SHARES OF COMMON STOCK PRE-FUNDED WARRANTS TO PURCHASE 4,913,044 SHARES OF COMMON STOCK AND WARRANTS TO PURCHASE 32,608,698 SHARES OF COMMON STOCK SURGALIGN HOLDINGS, INC. UNDERWRITING AGREEMENTLock-Up Agreement • February 15th, 2022 • Surgalign Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
Surgalign Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to H.C. Wainwright & Co., LLC (the “Underwriter”) an aggregate of (i) 38,565,220 authorized but unissued shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), (ii) pre-funded warrants to purchase up to 4,913,044 shares of Common Stock, at an exercise price of $0.0001 per share, in the form attached hereto as Schedule V (the “Pre-Funded Warrants”) and (iii) common warrants to purchase up to 32,608,698 shares of Common Stock, at an exercise price of $0.60 per share, in the form attached hereto as Schedule VI (the “Firm Common Warrants” and, collectively with the Firm Shares and the Pre-Funded Warrants, the “Firm Securities”). The Company also proposes to sell to the Underwriter, at the option of the Underwriter, up to an additional 6,521,736, shares of Common Stock (the “Option Shares”) and/or
