FORM OF CERTIFICATED WARRANT] COMMON STOCK PURCHASE WARRANT QSAM BIOSCIENCES, INC.Common Stock Purchase Warrant • April 1st, 2022 • QSAM Biosciences, Inc. • Specialty cleaning, polishing and sanitation preparations • New York
UNDERWRITING AGREEMENT between QSAM BIOSCIENCES, INC. and THINKEQUITY LLC as Representative of the Several Underwriters QSAM BIOSCIENCES, INC.Underwriting Agreement • April 1st, 2022 • QSAM Biosciences, Inc. • Specialty cleaning, polishing and sanitation preparations • New York
The undersigned, QSAM Biosciences, Inc. a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of QSAM Biosciences, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGENT AGREEMENTWarrant Agent Agreement • April 1st, 2022 • QSAM Biosciences, Inc. • Specialty cleaning, polishing and sanitation preparations • New York
EXHIBIT B Form of Representative’s Warrant AgreementWarrant Agreement • April 1st, 2022 • QSAM Biosciences, Inc. • Specialty cleaning, polishing and sanitation preparations
THIS WARRANT TO PURCHASE COMMON STOCK (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 ____, 2022 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four and one half (4.5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from QSAM Biosciences, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0001 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).
