Vivos Therapeutics, Inc. UNDERWRITING AGREEMENT [●] Shares of Common StockUnderwriting Agreement • May 3rd, 2021 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
Vivos Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), an aggregate of [●] authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional [●] shares of Common Stock (the “Option Shares”), which represents the number of shares of Common Stock equal to fifteen percent (15%) of the Firm Shares. The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, the Underwriter Warrants (as defined below) and the Underwriter Warrant Shares (as defined below) are collectively
VIVOS THERAPEUTICS, INC. Underwriter Warrant To Purchase Common StockWarrant Agreement • May 3rd, 2021 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
Vivos Therapeutics, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [______________], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), at any time or times on or after the 180th day after the Effective Date (the “Exercisability Date”), but not after 5:00 p.m., New York time, on the Expiration Date (as defined below), [_____ (______)] fully paid nonassessable shares of Common Stock (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 15. This Warrant is one
