COMMON STOCK PURCHASE WARRANT CIngulate Inc.Cingulate Inc. • November 30th, 2021 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO. or its registered 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 _____________, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cingulate Inc., a Delaware corporation (the “Company”), up to _________________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). 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 holder of this Warrant, subjec
WARRANT AGENT AGREEMENTWarrant Agent Agreement • November 30th, 2021 • Cingulate Inc. • Pharmaceutical preparations
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of _____________, 2021 (the “Issuance Date”) is between Cingulate Inc. a Delaware corporation (the “Company”), and Computershare Trust Company (the “Warrant Agent”).
CINGULATE INC. [____] Units UNDERWRITING AGREEMENTUnderwriting Agreement • November 30th, 2021 • Cingulate Inc. • Pharmaceutical preparations
Cingulate Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters (the “Underwriters”) named on Schedule I to this Underwriting Agreement (the “Agreement”), for whom you are acting as Representative (the “Representative”), an aggregate of [________] units (the “Firm Units”), with each Firm Unit consisting of one share of common stock, $0.0001 par value per share (the “Common Stock”) of the Company (the “Firm Shares”), and a warrant to purchase one share of Common Stock, at an exercise price of $[_____] per share and with a term of five (5) years (the “Firm Warrants”). The respective amounts of the Firm Units to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase from the Company, for the purpose of covering over-allotments in connection with the sale of t
