KINDLY MD, INC. NON-TRADEABLE WARRANT TO PURCHASE COMMON STOCKCommon Stock Purchase Warrant • October 11th, 2023 • Kindly MD, Inc. • Services-health services • 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [__], 20282 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kindly MD, Inc., a Utah corporation (the “Company”), up to ______3 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. This Warrant is one of the Non-tradeable Warrants to Purchase Common Stock (the “Non-Tradeable Warrants”) issued pursuant to (i) the first paragraph of that certain Underwriting Agreement, dated as of [*], 2023 (the “Offering Date”), by and among the Company and the underwriter(s) referred to therein, as amended from time to time (the “Underwriting Agreement”) and (ii) the Company’s Regis
KINDLY MD, INC. UNDERWRITING AGREEMENT 1,272,727 Units, Each Consisting of One Share of Common Stock, One Warrant to Purchase One Share of Common Stock, and One Non-tradeable Warrant to Purchase One-Half of One Share of Common StockUnderwriting Agreement • October 11th, 2023 • Kindly MD, Inc. • Services-health services • New York
KINDLY MD, INC., a Utah corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom WallachBeth Capital LLC is acting as Representative (the “Representative”), an aggregate of 1,272,727 Units (the “Firm Units”), each Firm Unit consisting of: (i) one share of the Company’s common stock, with no par value per share (the “Common Stock”); (ii) one tradeable warrant to purchase one share of Common Stock (the “Firm Tradeable Warrants”); and, one non-tradeable warrant to purchase one-half of one share of common stock (the “Firm Non-tradeable Warrants” and together with the Firm Tradeable Warrants, the “Firm Warrants”). The 1,272,727 shares of Common Stock referred to in this Section are hereinafter referred to as the “Firm Shares” together with the Firm Units and the Firm Warrants, the “Firm Securities.” The Firm Warrants shall be issued purs
FORM OF WARRANT AGENT AGREEMENTForm of Warrant Agent Agreement • October 11th, 2023 • Kindly MD, Inc. • Services-health services
This Warrant Agent Agreement (this “Warrant Agreement”), dated as of [__], 2023 (the “Issuance Date”) is between Kindly MD, Inc., a company incorporated under the laws of the State of Utah (the “Company”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”).
