0001493152-20-005802 Sample Contracts

PREFUNDED COMMON STOCK PURCHASE WARRANT PROPANC BIOPHARMA, iNC.
Propanc Biopharma, Inc. • April 3rd, 2020 • Pharmaceutical preparations

THIS PREFUNDED 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 Propanc Biopharma, Inc., a Delaware corporation (the “Company”), up to 10,445,482 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). Notwithstanding anything herein to the contrary, all share numbers under this Warrant shall be subject to adjustment for reverse and forward stock splits and the like.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 3rd, 2020 • Propanc Biopharma, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 30, 2020, between Propanc Biopharma, 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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 3rd, 2020 • Propanc Biopharma, Inc. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 30, 2020, between Propanc Biopharma, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

SERIES C COMMON STOCK PURCHASE WARRANT PROPANC BIOPHARMA, iNC.
Propanc Biopharma, Inc. • April 3rd, 2020 • Pharmaceutical preparations

THIS SERIES C 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 the third anniversary of the date that the applicable Warrant Shares have vested pursuant to the Vesting Schedule (as defined below) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Propanc Biopharma, Inc., a Delaware corporation (the “Company”), up to 63,750,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. ;provided, however, the exercisability of this Series C Warrant shall vest ratably from time to time in proportion to the Holder’s (or its permitted assigns) exercise of the Series B Common Stock Purchase Warrant as compared with all Series B

SERIES A COMMON STOCK PURCHASE WARRANT PROPANC BIOPHARMA, iNC.
Propanc Biopharma, Inc. • April 3rd, 2020 • Pharmaceutical preparations

THIS SERIES A 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 the third anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Propanc Biopharma, Inc., a Delaware corporation (the “Company”), up to 11,250,000 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). Notwithstanding anything herein to the contrary, all share numbers under this Warrant shall be subject to adjustment for reverse and forward stock splits and the like.

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