COMMON STOCK PURCHASE WARRANT CINGULATE INC.Common Stock Purchase Warrant • March 10th, 2023 • Cingulate Inc. • Pharmaceutical preparations • New York
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 March [●], 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March [●], 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cingulate Inc., a Delaware corporation (the “Company”), up to ______________2 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 10th, 2023 • Cingulate Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March [●], 2023 between Cingulate 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”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT CINGULATE INC.Pre-Funded Common Stock Purchase Warrant • March 10th, 2023 • Cingulate Inc. • Pharmaceutical preparations • New York
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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cingulate Inc., a Delaware 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).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 10th, 2023 • Cingulate Inc. • Pharmaceutical preparations • New York
This Placement Agency Agreement (the “Agreement”) constitutes the agreement by and among Cingulate Inc., a Delaware corporation (the “Company”), Lake Street Capital Markets, LLC and Maxim Group LLC (the “Placement Agents”), that the Placement Agents shall serve as the placement agents for the Company, on a “reasonable best efforts” basis (a “Placement”), in connection with the proposed offering of securities (the “Securities”) of the Company. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the Placement Agents and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein grants the Placement Agents the power or authority to bind the Company or any Purchaser or creates an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placement shall be collectively referred to here
