COMMON STOCK PURCHASE WARRANT BAUDAX BIO, INC.Common Stock Purchase Warrant • March 1st, 2022 • Baudax Bio, Inc. • Services-misc health & allied services, nec • New York
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 March 1, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 1, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Baudax Bio, Inc., a Pennsylvania 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).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT BAUDAX BIO, INC.Pre-Funded Common Stock Purchase Warrant • March 1st, 2022 • Baudax Bio, Inc. • Services-misc health & allied services, nec • New York
THIS PRE-FUNDED 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 March 1, 2022 (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Baudax Bio, Inc., a Pennsylvania 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).
UNDERWRITER COMMON STOCK PURCHASE WARRANT BAUDAX BIO, INC.Underwriter Common Stock Purchase Warrant • March 1st, 2022 • Baudax Bio, Inc. • Services-misc health & allied services, nec • New York
THIS UNDERWRITER 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 March 1, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 24, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Baudax Bio, Inc., a Pennsylvania 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). This Warrant is being issued pursuant to that certain engagement letter, dated as of November 17, 2021, by and between the Company and H.C. Wainwright & Co., LLC.
1,831,631 Shares Pre-Funded Warrants to Purchase 1,677,141 Shares Common Warrants to Purchase 3,508,772 Shares BAUDAX BIO, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 1st, 2022 • Baudax Bio, Inc. • Services-misc health & allied services, nec • New York
Baudax Bio, Inc., a Pennsylvania corporation (the “Company”) proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom H.C. Wainwright & Co., LLC is acting as representative (the “Representative”), (i) an aggregate of 1,831,631 shares (the “Firm Shares”) of its common stock, par value $0.01 per share (the “Common Stock”), (ii) warrants, substantially in the form of Annex A hereto (the “Pre-Funded Warrants”), to purchase an aggregate of 1,677,141 shares of Common Stock with an exercise price equal to $0.01 per share (the “Pre-Funded Warrants”), and (iii) warrants, substantially in the form of Annex A hereto (the “Common Warrants”), to purchase an aggregate of 3,508,772 shares of Common Stock with an exercise price equal to $3.25 per share (the “Firm Warrants”). In addition, the Company has granted to the Underwriters an option to purchase (i) up to an additional 526,315 shares of Common Stock (the “Optional Shares”), and/or (ii) up to an addi
