0001564590-21-003612 Sample Contracts

and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Warrant Agent Warrant Agency Agreement Dated as of February 1, 2021
Warrant Agency Agreement • February 1st, 2021 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York

WARRANT AGENCY AGREEMENT, dated as of February 1, 2021 (“Agreement”), between Helius Medical Technologies, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).

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HELIUS MEDICAL TECHNOLOGIES, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • February 1st, 2021 • Helius Medical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York

The undersigned, Helius Medical Technologies, Inc., a company incorporated under the laws of Delaware (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 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.

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