UNDERWRITING AGREEMENT Dated [____________] [__], 2023 Between T1V, INC. (a Delaware corporation), SELLING STOCKHOLDERS OF T1V, INC. named on Schedule II attached hereto (for the sole purpose of the Over-Allotment Option) And EF HUTTON, Division of...Underwriting Agreement • March 10th, 2023 • T1V, Inc. • Services-computer programming, data processing, etc. • New York
The undersigned, T1V, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and certain stockholders of the Company (the “Selling Stockholders”) named on Schedule II attached hereto (for the sole purpose of the Over-Allotment Option), hereby confirm their agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), is acting as representative to the several Underwriters (in such capacity, the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. References made to Selling Stockholders shall relate solely to the Over-Allotment Opti
WARRANT to PURCHASE SHARES OF capital stock of T1v, INC. Date: February 21, 2023Warrant Agreement • March 10th, 2023 • T1V, Inc. • Services-computer programming, data processing, etc.
This Warrant is being issued in connection with the issuance of a certain Convertible Promissory Note, dated as of even date herewith (the “Note”), to KARL STORZ Endoscopy-America, Inc. (the “Holder”). Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Note.
