PIPE COMMON WARRANT TO PURCHASE COMMON STOCK LASER PHOTONICS CORPORATIONLaser Photonics Corp • August 23rd, 2024 • Miscellaneous electrical machinery, equipment & supplies • New York
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 the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on February 18, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Laser Photonics Corporation, a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 23rd, 2024 • Laser Photonics Corp • Miscellaneous electrical machinery, equipment & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 16, 2024, between Laser Photonics Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 23rd, 2024 • Laser Photonics Corp • Miscellaneous electrical machinery, equipment & supplies
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 16, 2024, between Laser Photonics Corporation, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
PERSONAL AND CONFIDENTIAL Mr. Wayne Tupuola, Chief Executive OfficerPersonal and Confidential • August 23rd, 2024 • Laser Photonics Corp • Miscellaneous electrical machinery, equipment & supplies • New York
The purpose of this Placement Agent Agreement is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agent on a “best efforts” basis in connection with the proposed PIPE Offering (the “Placement”) by Laser Photonics Corporation (collectively, with its subsidiaries and affiliates, the “Company”) of units consisting of its shares of Common Stock and warrants to purchase its shares of Common Stock (the “Securities”). This Placement Agent Agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that Aegis’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Placement Agent Agreement does not constitute a commitment by Aegis to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Aegis with respect to securing any other financing on behalf of
