CLARUS THERAPEUTICS HOLDINGS, INC. and CONTINENTAL STOCK TRANSFER & TRUST, LLC, as Warrant Agent Warrant Agency Agreement Dated as of April 27, 2022Warrant Agency Agreement • April 27th, 2022 • Clarus Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • New York
WARRANT AGENCY AGREEMENT, dated as of April 27, 2022 (“Agreement”), between Clarus Therapeutics Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Continental Stock Transfer & Trust LLC (the “Warrant Agent”).
26,680,720 SHARES OF COMMON STOCK, PRE-FUNDED WARRANTS TO PURCHASE 590,000 SHARES OF COMMON STOCK AND WARRANTS TO PURCHASE 27,270,720 SHARES OF COMMON STOCK OF CLARUS THERAPEUTICS HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2022 • Clarus Therapeutics Holdings, Inc. • Biological products, (no disgnostic substances) • New York
The undersigned, Clarus Therapeutics Holdings, Inc., a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
FORM OF CLASS A COMMON STOCK PURCHASE WARRANT CLARUS THERAPEUTICS HOLDINGS, INC.Clarus Therapeutics Holdings, Inc. • April 27th, 2022 • Biological products, (no disgnostic substances) • New York
THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund, Ltd. 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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 27, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Clarus Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), up to 1,300,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
