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 as Representative of the...Underwriting Agreement • May 24th, 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 R.F. Lafferty & Co., Inc. (“Lafferty”), 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 Option and not the Offering.
Form of Representative’s Warrant AgreementT1V, Inc. • May 24th, 2023 • Services-computer programming, data processing, etc.
THIS CLASS A COMMON STOCK PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE COMMENCEMENT OF SALES OF CLASS A COMMON STOCK IN THE PUBLIC OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE COMMENCEMENT OF SALES OF CLASS A COMMON STOCK IN THE PUBLIC OFFERING].
