Guardion Health Sciences, Inc. and VStock Transfer, LLC, as Warrant Agent Warrant Agent Agreement Dated as of October 30, 2019 WARRANT AGENT AGREEMENTWarrant Agent Agreement • October 31st, 2019 • Guardion Health Sciences, Inc. • Pharmaceutical preparations • New York
WARRANT AGENT AGREEMENT, dated as of October 30, 2019 (“Agreement”), between Guardion Health Sciences, Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
22,800,000 SHARES OF COMMON STOCK, 1,700,000 PRE-FUNDED WARRANTS (EXERCISABLE FOR 1,700,000 SHARES) AND 24,500,000 SERIES B WARRANTS (EXERCISABLE FOR 24,500,000 SHARES) OF GUARDION HEALTH SCIENCES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 31st, 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
PRE-FUNDED COMMON STOCK PURCHASE WARRANT GUARDION HEALTH SERVICES, INC.Pre-Funded Common Stock Purchase • October 31st, 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).
