CARDIEX LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • August 30th, 2023 • CardieX LTD • Electromedical & electrotherapeutic apparatus • New York
The undersigned, CardieX Limited, a company incorporated under the laws of Australia (collectively with its Subsidiaries, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Roth Capital Partners, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. The Underlying Ordinary Shares (as defined below) and the Warrant Ordinary Shares (as defined below) are to be deposited pursuant to a deposit agreement dated on or about the date hereof (the “Deposit Agreement”), among the Company, The JPMorgan Chase Bank, N.A., as depos
UNDERWRITER AMERICAN DEPOSITARY SHARES PURCHASE WARRANT cardiex LIMITEDCardieX LTD • August 30th, 2023 • Electromedical & electrotherapeutic apparatus • New York
THIS UNDERWRITER AMERICAN DEPOSITARY SHARES 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 [_____] (the “Termination Date”), but not thereafter, to subscribe for and purchase from CardieX Limited, an Australian corporation (the “Company”), up to ______ American Depositary Shares (“ADSs”), each ADS representing ______ (__) ordinary shares, no par value, of the Company (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”) (the ADSs issuable hereunder, the “Warrant ADSs”). The purchase price of one ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the Underwriting Agreement (as defined
