FORM OF Placement Agent Warrant Blue Water Vaccines Inc.Blue Water Vaccines Inc. • April 19th, 2022 • Pharmaceutical preparations
THIS Placement Agent 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 20, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Blue Water Vaccines Inc., a Delaware corporation (the “Company”), up to [•] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. 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). This Warrant is being issued by the Company pursuant to that certain engagement letter, dated as of April 10, 2022, by and between the Company and H.C. Wainwright & Co., LLC.
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • April 19th, 2022 • Blue Water Vaccines Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 13, 2022, between Blue Water Vaccines Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF PREFERRED INVESTMENT OPTION Blue Water Vaccines Inc.Blue Water Vaccines Inc. • April 19th, 2022 • Pharmaceutical preparations
THIS PREFERRED INVESTMENT OPTION (the “Preferred Investment Option”) 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 20, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Blue Water Vaccines Inc., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Preferred Investment Option Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Preferred Investment Option shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • April 19th, 2022 • Blue Water Vaccines Inc. • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
