ContractCommon Stock Purchase Warrant • February 16th, 2022 • Amesite Inc. • Services-prepackaged software • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
AMESITE INC. Common Stock AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 2022 • Amesite Inc. • Services-prepackaged software • New York
Amesite Inc. (f/k/a Amesite Operating Company), a Delaware corporation (the “Company”), subject to the terms and conditions herein, proposes to sell to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement, on a best efforts basis, up to 3,750,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). This Amended and Restated Underwriting Agreement (this “Agreement”) amends, restates and supersedes in its entirety the prior Underwriting Agreement dated February 11, 2022 (the “Original Signing Date”) by and between the Company and the Underwriters.
