UNDERWRITING AGREEMENTUnderwriting Agreement • July 17th, 2023 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances) • New York
The undersigned, Vitro Biopharma, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of Vitro Biopharma, 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 TO PURCHASE COMMON STOCK VITRO BIOPHARMA, INC.Representative’s Warrant Agreement • July 17th, 2023 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances)
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 ____, 2023 (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 five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vitro Biopharma, Inc., a Nevada corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 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).
