COMMON STOCK PURCHASE WARRANT WINDTREE THERAPEUTICS, INC.Common Stock Purchase Warrant • April 7th, 2023 • Windtree Therapeutics Inc /De/ • Biological products, (no disgnostic substances) • 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 _______, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Windtree Therapeutics, 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
PRE-FUNDED COMMON STOCK PURCHASE WARRANT WINDTREE THERAPEUTICS, INC.Pre-Funded Common Stock Purchase Warrant • April 7th, 2023 • Windtree Therapeutics Inc /De/ • Biological products, (no disgnostic substances) • 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”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Windtree Therapeutics, 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).
Windtree Therapeutics, Inc. and Continental Stock Transfer & Trust Company, as Warrant AgentWarrant Agency Agreement • April 7th, 2023 • Windtree Therapeutics Inc /De/ • Biological products, (no disgnostic substances) • New York
WARRANT AGENCY AGREEMENT, dated as of ________, 2023 (“Agreement”), between Windtree Therapeutics, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
SHARES OF COMMON STOCK, PRE-FUNDED WARRANTS EXERCISABLE INTO _____ SHARES OF COMMON STOCK AND COMMON WARRANTS EXERCISABLE INTO _____ SHARES OF COMMON STOCK OF WINDTREE THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 7th, 2023 • Windtree Therapeutics Inc /De/ • Biological products, (no disgnostic substances) • New York
The undersigned, Windtree Therapeutics, Inc., a company incorporated under the laws of Delaware (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 Ladenburg Thalmann & Co. Inc. 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.
