LOGICMARK, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 28th, 2022 • LogicMark, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
LogicMark, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of [ ] units (the “Units”), with each Unit consisting of one share of the Company’s common stock, $0.0001 par value per share (the “Shares”), and one warrant to purchase one Share (the “Warrant”) to the several underwriters (such underwriters, for whom Maxim Group LLC (“Maxim” or the “Representative”) is acting as representative, the “Underwriters” and each an “Underwriter”). Such Units are hereinafter collectively called the “Firm Securities.” The Company has also agreed to grant to the Representative on behalf of the Underwriters an option (the “Option”) to purchase up to an additional [ ] Shares (the “Option Shares”) and/or [ ] Warrants (the “Option Warrants”, and together with the Option Shares, the “Option Securities”) on the terms set forth in Section 1(b) hereof. The Firm Securities and the Option Securities are hereinafter collecti
COMMON STOCK PURCHASE WARRANT LOGICMARK, INC.Common Stock Purchase Warrant • December 28th, 2022 • LogicMark, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS COMMON STOCK 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 5:00 p.m. (New York City time) on [_____], 20__1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LogicMark, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), up to [___] shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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 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 initially be the sole registered holder of this
LOGICMARK, INC. and Nevada Agency and Transfer Company, as Warrant Agent Warrant Agency Agreement Dated as of [ ], 2023 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • December 28th, 2022 • LogicMark, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
WARRANT AGENCY AGREEMENT, dated as of [ ], 2023 (“Agreement”), between LogicMark, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Nevada Agency and Transfer Company, a corporation organized under the laws of Nevada (the “Warrant Agent”).
VOTING AGREEMENTVoting Agreement • December 28th, 2022 • LogicMark, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Voting Agreement (this “Voting Agreement”) is being delivered to you in connection with an understanding by and between LogicMark, Inc. a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto.
