UNDERWRITING AGREEMENT between AKERS BIOSCIENCES, INC. and JOSEPH GUNNAR & CO., LLC as Representative of the Several Underwriters AKERS BIOSCIENCES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 15th, 2017 • Akers Biosciences, Inc. • In vitro & in vivo diagnostic substances • New York
The undersigned, Akers Biosciences, Inc., a corporation formed under the laws of the State of New Jersey (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Akers Biosciences, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Joseph Gunnar & Co., LLC. (hereinafter referred to as “you” (including its correlatives) or 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 Representative’s Warrant AgreementRepresentative’s Warrant Agreement • December 15th, 2017 • Akers Biosciences, Inc. • In vitro & in vivo diagnostic substances
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Joseph Gunnar & Co., 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 _______, 2018 [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Akers Biosciences, Inc., a New Jersey corporation (the “Company”), up to ______ shares of Common Stock, no par value per share, 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).
