UNDERWRITING AGREEMENT between JANOVER INC. and SPARTAN CAPITAL SECURITIES, LLC and As representatives of the several underwriters UNDERWRITING AGREEMENT between JANOVER INC. and SPARTAN CAPITAL SECURITIES, LLC and As representatives of the several...Underwriting Agreement • June 12th, 2023 • Janover Inc. • Loan brokers • New York
Janover Inc., a Delaware corporation (the “Company”) proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters” or, individually, an “Underwriter”), for which Spartan Capital Securities, LLC and R.F. Lafferty & Co. Inc. are acting as representatives (each a “Representative” and together, the “Representatives”), an aggregate of [●] shares of common stock, par value $0.0001 per share, of the Company (such shares being the “Underwritten Shares” and such common stock being the “Common Stock”) and, at the option of the Underwriters, up to an additional [●] shares of Common Stock (the “Option Shares”), equal to up 15% of the number of Underwritten Shares. The Option Shares shall be identical in all respects to the Underwritten Shares. The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
EXHIBIT A Form of Representatives’ Warrant AgreementWarrant Agreement • June 12th, 2023 • Janover Inc. • Loan brokers • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) [Spartan CAPITAL SECURITIES, LLC][R.F. Lafferty & CO., INC.] OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF [Spartan CAPITAL SECURITIES, LLC][R.F. Lafferty & CO., INC.] OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
