SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 22nd, 2023 • Revelation Biosciences, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _______, 2024, between Revelation Biosciences, 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”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Revelation Biosciences, Inc.Pre-Funded Common Stock Purchase Warrant • December 22nd, 2023 • Revelation Biosciences, Inc. • Pharmaceutical preparations • New York
THIS PRE-FUNDED 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Revelation Biosciences, Inc., a Delaware corporation (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).
Revelation Biosciences, Inc. and Continental Stock Transfer & Trust Company as Warrant Agent Warrant Agency Agreement Dated as of ________, 2024 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • December 22nd, 2023 • Revelation Biosciences, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of _________, 2024 (“Agreement”), between Revelation Biosciences, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 22nd, 2023 • Revelation Biosciences, Inc. • Pharmaceutical preparations • New York
LOCK-UP AGREEMENTLock-Up Agreement • December 22nd, 2023 • Revelation Biosciences, Inc. • Pharmaceutical preparations
The undersigned irrevocably agrees with the Company that, from the date hereof until ninety (90) days following the closing of the Company’s offering of registered securities pursuant to an effective registration statement on Form S-1 (File No. 333-_____) (the “Offering”) (such period, the “Restriction Period”) for which Offering Roth Capital Partners, LLC (the “Placement Agent”) is acting as exclusive placement agent of the Company, the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate (as defined in the Purchase Agreement (as defined below)) of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, or establish or increase
CLASS D COMMON STOCK PURCHASE WARRANT Revelation Biosciences, Inc.Class D Common Stock Purchase Warrant • December 22nd, 2023 • Revelation Biosciences, Inc. • Pharmaceutical preparations • New York
THIS CLASS D 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 __________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Revelation Biosciences, Inc., a Delaware corporation (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 Warrant, subject to
