2,173,913 UNITS EACH UNIT CONSISTING OF ONE SHARE of Common Stock and ONE Warrant TO PURCHASE ONE SHARE OF COMMON STOCK VERIFYME, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 22nd, 2020 • VerifyMe, Inc. • Miscellaneous chemical products • New York
The undersigned, VERIFYME, INC., a company incorporated under the laws of Nevada (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of VERIFYME, INC., the “Company”), hereby confirms its 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 MAXIM GROUP LLC (“Maxim”) 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.
Representative’s Warrant AgreementRepresentative’s Warrant Agreement • June 22nd, 2020 • VerifyMe, Inc. • Miscellaneous chemical products
THIS WARRANT TO PURCHASE COMMON STOCK (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 December 14, , 2020 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to December 14, 2023 at 5:00 p.m. (New York time), which is the date that is three (3) years following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from VERIFYME, INC., a Nevada corporation (the “Company”), up to [______] shares of common stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • June 22nd, 2020 • VerifyMe, Inc. • Miscellaneous chemical products • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of June 22, 2020 (the “Issuance Date”) between VerifyMe, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and West Coast Stock Transfer, Inc. (the “Warrant Agent”).
