NUTRIBAND INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 26th, 2023 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
The undersigned, Nutriband Inc., a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Joseph Gunnar & Co., LLC is acting as representative (in such capacity, the “Representative”), an aggregate of [●] shares of common stock (the “Firm Shares”), par value $0.001 per share, of the Company (the “Common Stock”). The amount and form of the Firm Shares to be purchased by each Underwriter is set forth opposite its name on Schedule I hereto. For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase up to [●] additional shares of Common Stock representing 15% of the total amount of Firm Shares offered by the Company (the “Option Shares”).
FORM OF REPRESENTATIVE WARRANT AGREEMENT NUTRIBAND INC.Warrant Agreement • June 26th, 2023 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT THIS WARRANT SHALL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY (180 DAYS) IMMEDIATELY FOLLOWING THE EFFECTIVE DATE, AS HEREAFTER DEFINED. THIS WARRANT IS NOT EXERCISABLE AFTER [●], 2028.
