UNDERWRITING AGREEMENTUnderwriting Agreement • June 10th, 2022 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
The undersigned, Heart Test Laboratories, Inc., a Texas corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with The Benchmark Company, LLC (hereinafter the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
FORM OF CERTIFICATED WARRANT COMMON STOCK PURCHASE WARRANT HEART TEST LABORATORIES, INC.Heart Test Laboratories, Inc. • June 10th, 2022 • 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 hereof (the “Original Issuance Date”) and on or prior to 5:00 p.m. (New York City time) [_] [_], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Heart Test Laboratories, Inc., a Texas corporation (the “Company”), up to [___] shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock of the Company, par value $0.001 per share (“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 shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the s
WARRANT TO PURCHASE COMMON STOCK HEART TEST LABORATORIES, INC.Heart Test Laboratories, Inc. • June 10th, 2022 • Orthopedic, prosthetic & surgical appliances & supplies
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, The Benchmark Company, LLC, 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 [ ] [ ], 20221 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to [ ] [ ], 20272 at 5:00 p.m. (New York time) (the “Termination Date”) but not thereafter, to subscribe for and purchase from HEART TEST LABORATORIES, INC., a Texas corporation (the “Company”), up to [______] shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • June 10th, 2022 • Heart Test Laboratories, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [•] [•], 2022 (the “Issuance Date”) between Heart Test Laboratories, Inc., a Texas corporation (the “Company”), and American Stock Transfer & Trust Company, a [•] (the “Warrant Agent”).
