] Common Shares, Pre-Funded Warrants to Purchase [ ] Common Shares and Warrants to Purchase [ ] Common Shares Auris Medical Holding Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • May 10th, 2019 • Auris Medical Holding Ltd. • Pharmaceutical preparations • New York
Introductory. Auris Medical Holding Ltd., an exempted company limited by shares incorporated in Bermuda (the “Company”), proposes to issue and sell to A.G.P./Alliance Global Partners, as the representative (the “Representative”) of the several underwriters, if any, named in Schedule I hereto (each an “Underwriter” and collectively, the “Underwriters”) an aggregate of [ ] common shares, par value CHF 0.40 per share of the Company (the “Shares”), [ ] pre-funded warrants (the “Pre-Funded Warrants”), each Pre-Funded Warrant entitling its holder to purchase one Share, and [ ] common share purchase warrants (the “Warrants”), each Warrant entitling its holder to purchase [ ] of a Share. The [ ] Shares to be sold by the Company are called the “Firm Shares,” the [ ] Pre-Funded Warrants are called the “Firm Pre-Funded Warrants” and the [ ] Warrants are called the “Firm Warrants”. The Firm Shares, the Firm Pre-Funded Warrants and the Firm Warrants to be sold by the Company are collectively called
COMMON SHARE PURCHASE WARRANTAuris Medical Holding Ltd. • May 10th, 2019 • Pharmaceutical preparations • New York
THIS COMMON SHARE 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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on ______, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Auris Medical Holding Ltd., an exempted company limited by shares incorporated in Bermuda (the “Company”), up to ______ registered common shares, par value CHF 0.40 per share (each, a “Common Share”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share 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”) shal
PRE-FUNDED COMMON SHARE PURCHASE WARRANTAuris Medical Holding Ltd. • May 10th, 2019 • Pharmaceutical preparations • New York
THIS PRE-FUNDED COMMON SHARE 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 the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Auris Medical Holding Ltd., an exempted company limited by shares incorporated in Bermuda (the “Company”), up to ______ registered common shares, par value CHF 0.40 per share (each, a “Common Share”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share 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 init
Auris Medical Holding Ltd. and American Stock Transfer & Trust Company, LLC, as Warrant Agent Warrant Agent Agreement Dated as of May __, 2019 WARRANT AGENT AGREEMENTWarrant Agent Agreement • May 10th, 2019 • Auris Medical Holding Ltd. • Pharmaceutical preparations • New York
WARRANT AGENT AGREEMENT, dated as of May __, 2019 (“Agreement”), between Auris Medical Holding Ltd., an exempted company limited by shares incorporated in Bermuda (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
