COMMON STOCK PURCHASE WARRANT MILESTONE SCIENTIFIC INC.Common Stock Purchase Warrant • February 1st, 2019 • Milestone Scientific Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”, and the term “Warrants” below refers to this Warrant and all other warrants to purchase Common Stock originally issued by the Company (as defined below) on the date hereof) 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 the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Milestone Scientific 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).
5,715,000 Shares of Common Stock and 1,428,750 Warrants to Purchase Shares of Common Stock MILESTONE SCIENTIFIC INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2019 • Milestone Scientific Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
Milestone Scientific Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, (this “Agreement”), to sell to you, Maxim Group LLC (“Maxim” or the “Underwriter”), an aggregate of 5,715,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and 1,428,750 warrants (the “Warrants”) with the rights to purchase 0.25 of a share of Common Stock at an exercise price of $0.50 per share (together, “Securities”). In addition, the Company proposes to grant to the Underwriter an option to purchase up to an additional 857,250 shares of Common Stock (the “Option Shares”) and/or up to an additional 214,312 Warrants (the “Option Warrants”) from the Company for the purpose of covering over-allotments in connection with the sale of the Securities (collectively, the “Option Securities”). The Securities and the Option Securities are collectively referred to herein as the context requires as the “Transaction Securities.”
