SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 8th, 2023 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December [___], 2023, between CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF COMMON STOCK PURCHASE WARRANT CNS PHARMACEUTICALS, INC.Common Stock Purchase Warrant • December 8th, 2023 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations
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 “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [___], 2028 (the “Termination Date”), but not thereafter, to subscribe for and purchase from CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), up to [___] shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). 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).
CNS Pharmaceuticals, Inc. Attention: John Climaco 2100 West Loop South, Suite 900 Houston, Texas Dear Mr. Climaco:Placement Agent Agreement • December 8th, 2023 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (“A.G.P.”), Maxim Group LLC (“Maxim” and together with A.G.P., the “Placement Agents”) and CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), that the Placement Agents shall serve as the exclusive placement agents for the Company, on a reasonable “best efforts” basis, in connection with the proposed placement (the “Placement”) of (i) shares (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), (ii) warrants (the “Common Warrants”) to purchase shares of Common Stock (the “Common Warrant Shares”) and (iii) pre-funded warrants (the “Pre-Funded Warrants” and together with the Shares and Common Warrants, the “Securities”) to purchase shares of Common Stock (the “Pre-Funded Warrant Shares”). The Securities actually placed by the Placement Agents are referred to herein as the “Placement Agents Securities.” The terms of the Placement shall be m
