PRE-FUNDED COMMON STOCK PURCHASE WARRANT aclarion, inc.Aclarion, Inc. • February 6th, 2024 • 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”) until this Warrant is exercised in full (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 elect to receive a Warrant i
COMMON STOCK PURCHASE WARRANT aclarion, inc.Common Stock Purchase Warrant • February 6th, 2024 • 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 ______________1 (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
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 6th, 2024 • Aclarion, Inc. • Services-medical laboratories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [***], 2024, between Aclarion Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ACLARION, INC. and VSTOCK TRANSFER LLC, as Warrant Agent Warrant Agency Agreement Dated as of [***], 2024 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • February 6th, 2024 • Aclarion, Inc. • Services-medical laboratories • New York
WARRANT AGENCY AGREEMENT, dated as of [***], 2024 (“Agreement”), between Aclarion, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and VStock Transfer LLC (the “Warrant Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 6th, 2024 • Aclarion, Inc. • Services-medical laboratories • New York
LOCK-UP AGREEMENTLock-Up Agreement • February 6th, 2024 • Aclarion, Inc. • Services-medical laboratories
Re: Securities Purchase Agreement, dated [***], 2024, by and among Aclarion, Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”).
