SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 7th, 2022 • Novo Integrated Sciences, Inc. • Engines & turbines • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _______, 2022, between Novo Integrated Sciences, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT NOVO INTEGRATED SCIENCES, INC.Pre-Funded Common Stock Purchase Warrant • October 7th, 2022 • Novo Integrated Sciences, Inc. • Engines & turbines
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 Novo Integrated Sciences, Inc., a Nevada 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).
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • October 7th, 2022 • Novo Integrated Sciences, Inc. • Engines & turbines • New York
WARRANT AGENCY AGREEMENT, dated as of [__], 2022 (“Agreement”), between Novo Integrated Sciences, Inc., a Nevada corporation (the “Company”), and Pacific Stock Transfer Company (the “Warrant Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 7th, 2022 • Novo Integrated Sciences, Inc. • Engines & turbines • New York
This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Novo Integrated Sciences, Inc., a Nevada corporation (together with its subsidiaries, the “Company”), that Maxim shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, for the proposed placement of up to an aggregate of $[__] of registered securities of the Company, consisting of up to [__] units (the “Units”) directly to various investors (“Investors”). Each Unit will consist of either (i) one share of the Company’s common stock, $0.001 par value per share (the “Common Stock”), a 3-Year Warrant (as defined below), and a 5-Year Warrant (as defined below); or (ii) one pre-funded Common Stock purchase warrant to purchase one share of Common Stock (the “Pre-Funded Warrants,” and the shares issuable upon exercise thereof, the “Pre-Funded Warrant Shares”) at an exercise price of $0.01 per share of Common Stock, a 3-Year Warrant,
COMMON STOCK PURCHASE WARRANT NOVO INTEGRATED SCIENCES, INC.Common Stock Purchase Warrant • October 7th, 2022 • Novo Integrated Sciences, Inc. • Engines & turbines
THIS 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 [________], [2025]/[2027]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Novo Integrated Sciences, Inc., a Nevada 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). 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, subject to
