UNDERWRITING AGREEMENTUnderwriting Agreement • September 10th, 2020 • Jerrick Media Holdings, Inc. • Services-allied to motion picture production • New York
The undersigned, Creatd, Inc. (f/k/a Jerrick Media Holdings, Inc.), a Nevada 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:
WARRANT AGENT AGREEMENTWarrant Agent Agreement • September 10th, 2020 • Jerrick Media Holdings, Inc. • Services-allied to motion picture production • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [ ] [ ], 2020 (the “Issuance Date”) between Jerrick Media Holdings, Inc., to be known as Creatd Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and Pacific Stock Transfer [ ], a [ ] (the “Warrant Agent”).
Representative’s Warrant AgreementRepresentative’s Warrant Agreement • September 10th, 2020 • Jerrick Media Holdings, Inc. • Services-allied to motion picture production
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 [ ] [ ], 20211 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to [ ] [ ], 20252 at 5:00 p.m. (New York time) (the “Termination Date”) but not thereafter, to subscribe for and purchase from JERRICK MEDIA HOLDINGS, INC., to be known as Creatd Inc., a Nevada 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).
LOCK-UP LETTER AGREEMENTLock-Up Letter Agreement • September 10th, 2020 • Jerrick Media Holdings, Inc. • Services-allied to motion picture production • New York
