3,875,000 SHARES OF COMMON STOCK AND 3,875,000 COMMON WARRANTS OF CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2021 • Creative Medical Technology Holdings, Inc. • Biological products, (no disgnostic substances) • New York
The undersigned, Creative Medical Technology Holdings, Inc., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Creative Medical Technology Holdings, 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 Roth Capital Partners, 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.
Creative Medical Technology Holdings, Inc. and VStock Transfer, LLC as Warrant Agent Warrant Agency Agreement Dated as of December 7, 2021 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • December 7th, 2021 • Creative Medical Technology Holdings, Inc. • Biological products, (no disgnostic substances) • New York
WARRANT AGENCY AGREEMENT, dated as of December 7, 2021 (“Agreement”), by and between Creative Medical Technology Holdings, Inc., a Nevada corporation (the “Company”), and VStock Transfer LLC, a California limited liability company (“VStock” or the “Warrant Agent”).
REPRESENTATIVE COMMON STOCK PURCHASE WARRANT CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.Representative Common Stock Purchase Warrant • December 7th, 2021 • Creative Medical Technology Holdings, Inc. • Biological products, (no disgnostic substances) • New York
THIS REPRESENTATIVE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Roth Capital Partners, 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 December 2, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Creative Medical Technology Holdings, Inc., a Nevada corporation (the “Company”), up to 348,750 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 the Underwriting Agreement.
