COMMON STOCK PURCHASE WARRANT ACLARION, INC.Common Stock Purchase Warrant • March 4th, 2022 • Aclarion, Inc. • Services-medical laboratories • New York
THIS 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 _____, 20271 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aclarion, 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 shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to e
ACLARION, INC. and VSTOCK TRANSFER LLC, as Warrant Agent Warrant Agency Agreement Dated as of [___, 2022 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • March 4th, 2022 • Aclarion, Inc. • Services-medical laboratories • New York
WARRANT AGENCY AGREEMENT, dated as of [___, 2022 (“Agreement”), between Aclarion, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and VStock Transfer LLC, (the “Warrant Agent”).
UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 2022 • Aclarion, Inc. • Services-medical laboratories • New York
The undersigned, Aclarion, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Aclarion, Inc., 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 Maxim Group LLC 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.
REPRESENTATIVE’S PURCHASE WARRANT ACLARION, INC.Representative’s Purchase Warrant • March 4th, 2022 • Aclarion, Inc. • Services-medical laboratories • New York
This REPRESENTATIVE’S 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 referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ____, 20273 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aclarion, 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).
EXCLUSIVE LICENSE AGREEMENT between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA and NOCIMED, LLC for SYSTEMS, MATERIALS, AND METHODS TO LOCALIZE AND EVALUATE PAIN AND DEGENERATIVE PROPERTIES OF TISSUE UC Case Nos. SF2005-063, SF2005-064, SF2006-113,...Exclusive License Agreement • March 4th, 2022 • Aclarion, Inc. • Services-medical laboratories • California
This amended and restated license agreement ("Agreement") is made effective this 12th day of December 2014 ("Effective Date"), by and between The Regents of the University of California ("The Regents"), a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 and acting through its Office of Innovation, Technology & Alliances, University of California San Francisco, 3333 California Street, Suite S-11, San Francisco, California 94143-1209 ("UCSF"), and Nocimed, LLC ("Licensee"), a Delaware limited liability corporation, having a principal place of business at c/o Plug and Play Tech Center, 370 Convention Way, Redwood City, California 94063.
ContractSenior Secured Bridge Promissory Note • March 4th, 2022 • Aclarion, Inc. • Services-medical laboratories • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT .AND ANY APPLICABLE STATE SECURITIES LAWS.
ContractSafe • March 4th, 2022 • Aclarion, Inc. • Services-medical laboratories
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS INSTRUMENT AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
