SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 2nd, 2024 • Fluent, Inc. • Services-advertising • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of November 29, 2024, between Fluent, 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”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 2nd, 2024 • Fluent, Inc. • Services-advertising • New York
Introductory. This Placement Agency Agreement the (“Agreement”) sets forth the terms upon which ThinkEquity LLC (“ThinkEquity” or the “Placement Agent”) shall be engaged by Fluent, Inc., a Delaware corporation (the “Company”), to act as the exclusive Placement Agent in connection with the offering (hereinafter referred to as the “Offering”) of up to 1,943,676 shares (the “Shares”) of the Company’s common stock, $0.0005 par value per share (the “Common Stock”), directly to Global Value Investment Corp.(the “Investor”). The purchase price to the Investor for each Share is $2.3152 (the “Share Offering Price”). The Placement Agent may retain other brokers or dealers to act as sub-agents or selected- dealers on its behalf in connection with the Offering. For the avoidance of doubt, the Offering will exclude, and the Placement Agent will not take part in, any private placement offerings or additional registered direct offerings with investors, including, without limitation, JB Capital Partne
SUPPORT AGREEMENTSupport Agreement • December 2nd, 2024 • Fluent, Inc. • Services-advertising • New York
This Support Agreement (this “Agreement”), dated as of November [ ], 2024, is entered into by and between Fluent, Inc., a Delaware corporation (the “Company”), and the stockholder listed on the signature page hereto under the heading “Stockholder” (“Stockholder”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT FLUENT, INC.Warrant Agreement • December 2nd, 2024 • Fluent, Inc. • Services-advertising • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “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 later of the Issuance Date and the date that the Stockholder Approval is obtained and deemed effective (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Fluent, 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).
