PALISDE BIO, INC. and EQUINITI TRUST COMPANY, LLC as Warrant Agent Warrant Agency Agreement Dated as of [______], 2024 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • December 5th, 2024 • Palisade Bio, Inc. • Biological products, (no disgnostic substances) • New York
WARRANT AGENCY AGREEMENT, dated as of [_____], 2024 (“Agreement”), between Palisade Bio, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (the “Warrant Agent”).
REPRESENTATIVE COMMON STOCK PURCHASE WARRANT PALISADE BIO, INC.Representative Common Stock Purchase Warrant • December 5th, 2024 • Palisade Bio, Inc. • Biological products, (no disgnostic substances) • New York
THIS REPRESENTATIVE 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 [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Palisade Bio, Inc., a Delaware corporation (the “Company”), up to [_____] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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). This Warrant is being issued pursuant to the certain underwriting agreement, dated as of [____], 2024 by and between the Company and Ladenburg Thalmann & Co. Inc.
SHARES of Common Stock and [______] Warrants TO PURCHASE UP TO [____] SHARES OF COMMON STOCK of PALISADE BIO, INC.Underwriting Agreement • December 5th, 2024 • Palisade Bio, Inc. • Biological products, (no disgnostic substances) • New York
The undersigned, Palisade Bio, Inc., Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Palisade Bio, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters, if any (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. 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.
