BREATHE BIOMEDICAL INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 10th, 2024 • Breathe BioMedical Inc. • Surgical & medical instruments & apparatus • New York
The undersigned, Breathe Biomedical Inc., a corporation incorporated under the laws of Canada (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Maxim Group LLC (“Maxim”) is acting as representative (in such capacity, the “Representative”), (A) an aggregate of ___________common shares (the “Firm Shares”), without par value per share, of the Company (“Common Shares”) and (B) at the election of the Representative, up to an additional _________ Common Shares (the “Option Shares” and together with the Firm Shares, the “Shares” or the “Securities”). The Representative Warrants (as defined in Section 1(g) of this Agreement) and the Common Shares issuable upon exercise of the Representative’s Warrants (the “Representative’s Warrant Shares”) are collectively referred to herein as the “Representative’s Securi
