UNDERWRITING AGREEMENT between DERMADOCTOR, INC. and THINKEQUITY, a division of Fordham Financial Management Inc., as Representative of the Several Underwriters DERMADOCTOR, INC.Underwriting Agreement • May 21st, 2018 • DERMAdoctor, LLC • Perfumes, cosmetics & other toilet preparations • New York
The undersigned, DERMAdoctor, Inc., a corporation formed under the laws of the State of Delaware (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 DERMAdoctor, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management Inc. (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 AgreementWarrant Agreement • May 21st, 2018 • DERMAdoctor, LLC • Perfumes, cosmetics & other toilet preparations
THIS WARRANT TO PURCHASE COMMON STOCK (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 ____, 2019 (the one year anniversary of the Effective Date, 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 DERMAdoctor, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 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).
FORM OF SALE PROCEEDS SHARING AGREEMENTSale Proceeds Sharing Agreement • May 21st, 2018 • DERMAdoctor, LLC • Perfumes, cosmetics & other toilet preparations • Missouri
THIS SALE PROCEEDS SHARING AGREEMENT (“Agreement”) is made effective as of the [ ] day of January, 2016, by and among DERMAdoctor, LLC, a Missouri limited liability company (the “Company”), Papillon Partners, Inc. f/k/a DERMAdoctor, Inc., a Missouri corporation (“Papillon”), and [ ] (“Employee”).
