COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • August 20th, 2020 • Sun BioPharma, Inc. • Pharmaceutical preparations • New York
THIS 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 Sun BioPharma, 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 a Holder’s right to elec
UNDERWRITER COMMON STOCK PURCHASE WARRANTUnderwriter Common Stock Purchase Warrant • August 20th, 2020 • Sun BioPharma, Inc. • Pharmaceutical preparations • New York
THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Craig-Hallum Capital Group LLC 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 Sun BioPharma, 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 is issued pursuant to that certain Engagement Agreement, by and between the Company and Craig-Hallum Capital Group, dated as of February 21, 2020, as amended on April 20, 2020 and August 11, 2020.
SUN BIOPHARMA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 20th, 2020 • Sun BioPharma, Inc. • Pharmaceutical preparations • New York
The undersigned, Sun BioPharma, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Sun BioPharma, 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 Craig-Hallum Capital Group LLC is acting as representative to the several Underwriters (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.
SUN BIOPHARMA, INC. AND VSTOCK TRANSFER, LLC, AS WARRANT AGENTWarrant Agency Agreement • August 20th, 2020 • Sun BioPharma, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of [●], 2020 (“Agreement”), between Sun BioPharma, Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC, a New York limited liability trust company (the “Warrant Agent”).
