SERIES B COMMON STOCK PURCHASE WARRANT GUARDION HEALTH SCIENCES, INC.Guardion Health Sciences, Inc. • October 25th, 2019 • Pharmaceutical preparations • New York
THIS 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 Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on the date that is five (5) years following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Guardion Health Sciences, 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 hold
SHARES OF COMMON STOCK, _________ PRE-FUNDED WARRANTS (EXERCISABLE FOR _________ SHARES) AND _________ WARRANTS (EXERCISABLE FOR _________ SHARES) OF GUARDION HEALTH SCIENCES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2019 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • New York
The undersigned, GUARDION HEALTH SCIENCES, 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 GUARDION HEALTH SCIENCES, INC., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representatives (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule 1 hereto for which MAXIM GROUP LLC (“Maxim”) and WALLACHBETH CAPITAL, LLC (“WallachBeth”) are acting as Representatives to the several Underwriters (in such capacity, the “Representatives” and each a “Representatives” and if there are no Underwriters other than the Representatives, references to multiple Underwriters shall be disregarded and the term Representatives as used herein shall have the same meaning as Underwriters) on the terms and condit
Representative’s Warrant AgreementS Warrant Agreement • October 25th, 2019 • Guardion Health Sciences, Inc. • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [MAXIM PARTNERS LLC][WALLACHBETH CAPITAL, 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 Initial Exercise Date (as defined below) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to 5:00 p.m. (New York time) on [________], 2024 the date that is five (5) years following the Effective Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from GUARDION HEALTH SCIENCES, INC., a Delaware corporation (the “Company”), up to [________] ([___]) shares1 of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
Guardion Health Sciences, Inc. and VStock Transfer, LLC, as Warrant Agent Warrant Agent Agreement Dated as of [_____], 2019 WARRANT AGENT AGREEMENTWarrant Agent Agreement • October 25th, 2019 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • New York
WARRANT AGENT AGREEMENT, dated as of [_____], 2019 (“Agreement”), between Guardion Health Sciences, Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT GUARDION HEALTH SERVICES, INC.Pre-Funded Common Stock Purchase • October 25th, 2019 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • 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”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Guardion Health Services, 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).
