CO-DIAGNOSTICS, INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • March 16th, 2023 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus • New York
As further set forth in this agreement (this “Agreement”), Co-Diagnostics, Inc., a company organized under the laws of Utah (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. (the “Agent”), as sales agent, the Company’s common stock, par value $0.001 per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
WARRANTWarrant Agreement • March 16th, 2023 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus • Utah
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT OR (III) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
AMENDMENT TO WARRANTWarrant Amendment • March 16th, 2023 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus
This Amendment, dated as of July 31, 2020 (this “Amendment”), made and entered into by and between CO-DIAGNOSTICS, INC., a Utah corporation (the “Company”), and COLTRIN & ASSOCIATES, INC. (the “Holder”), amends the Warrant dated October 31, 2019 (the “Warrant”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Warrant.
WARRANTWarrant • March 16th, 2023 • Co-Diagnostics, Inc. • Surgical & medical instruments & apparatus • Utah
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT OR (III) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
