Pre-Funded Warrant Agreement Sample Contracts

PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK VOLCON, INC.
Pre-Funded Warrant Agreement • October 16th, 2024 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York

THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Volcon, 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 (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES MOBILICOM LIMITED
Pre-Funded Warrant Agreement • January 30th, 2024 • Mobilicom LTD • Aircraft

THIS PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (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 set forth above (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Mobilicom Limited, an Australian corporation (the “Company”), up to ______ ordinary shares, no par value per share, of the Company (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”) represented by __________ American Depositary Shares (“ADSs”), each ADS representing two hundred seventy-five (275) Ordinary Shares (the ADSs issuable hereunder, the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b)

PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES BRENMILLER ENERGY LTD.
Pre-Funded Warrant Agreement • December 11th, 2023 • Brenmiller Energy Ltd. • Heating equipment, except electric & warm air furnaces

THIS PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES (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 Brenmiller Energy Ltd., an Israeli corporation (the “Company”), up to ______ ordinary shares, no par value per share (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES Genetic Technologies Limited
Pre-Funded Warrant Agreement • April 22nd, 2024 • Genetic Technologies LTD • Biological products, (no disgnostic substances)

THIS PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Genetic Technologies Limited, an Australian corporation (the “Company”), up to [______] Ordinary Shares (the “Warrant Shares”) represented by [_________] American Depositary Shares (“ADSs”), as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Pre-Funded WARRANT To purchase COMMON Shares VERSUS SYSTEMS INC.
Pre-Funded Warrant Agreement • October 17th, 2023 • Versus Systems Inc. • Services-computer processing & data preparation

THIS Pre-Funded WARRANT to Purchase COMMON Shares Stock (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 Versus Systems Inc., a British Columbia corporation (the “Company”), up to ______ common shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one common share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

FORM OF PRE-FUNDED WARRANT LARIMAR THERAPEUTICS, INC. PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK
Pre-Funded Warrant Agreement • June 2nd, 2020 • Larimar Therapeutics, Inc. • Pharmaceutical preparations • Delaware

Larimar Therapeutics, Inc., a Delaware corporation (f/k/a Zafgen, Inc.) (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date (the “Initial Exercisability Date”), until exercised in full, [•] fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Pre-funded Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Pre-Funded Warrants to purchas

PRE-FUNDED COMMON STOCK PURCHASE WARRANT Banzai International, Inc.
Pre-Funded Warrant Agreement • December 10th, 2024 • Banzai International, Inc. • Services-prepackaged software • Delaware

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [HOLDER], 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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Banzai International, Inc., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Class A common stock, par value $0.0001 per share (“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).

PRE-FUNDED COMMON STOCK PURCHASE WARRANT Banzai International, Inc.
Pre-Funded Warrant Agreement • December 19th, 2024 • Banzai International, Inc. • Services-prepackaged software • Delaware

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [HOLDER], 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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Banzai International, Inc., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Class A common stock, par value $0.0001 per share (“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).

ATOSSA GENETICS INc. Pre-Funded Warrant To Purchase Common Stock
Pre-Funded Warrant Agreement • June 10th, 2015 • Atossa Genetics Inc • Surgical & medical instruments & apparatus • New York

Atossa Genetics Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Roth Capital Partners, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to purchase Common Stock (as defined below) (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date (the “Exercisability Date”), ______________ (_____________) fully paid nonassessable shares of Common Stock (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 15. This Warrant is the Pre-Funded Warrant to purchase Common Stock (this “Warrant”) issue

PRE-FUNDED WARRANT TO PURCHASE CLASS A SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES BIT MINING Limited
Pre-Funded Warrant Agreement • June 27th, 2022 • BIT Mining LTD • Services-computer processing & data preparation

THIS PRE-FUNDED WARRANT TO PURCHASE CLASS A SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (this “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 _______, 2022 (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”), but not thereafter, to subscribe for and purchase from BIT Mining Limited, a company established and existing under the laws of the Cayman Islands (the “Company”), up to ______ Class A Shares (the “Warrant Shares”) represented by ___ ADSs (such ADSs issuable upon exercise of this Warrant, the “Warrant ADSs”), as subject to adjustment hereunder. The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b).

Contract
Pre-Funded Warrant Agreement • October 17th, 2024 • Mind Medicine (MindMed) Inc. • Medicinal chemicals & botanical products • New York

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Contract
Pre-Funded Warrant Agreement • August 2nd, 2023 • Alimera Sciences Inc • Pharmaceutical preparations • New York

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

PRE-FUNDED ORDINARY SHARES PURCHASE WARRANT POLYPID LTD.
Pre-Funded Warrant Agreement • March 31st, 2023 • PolyPid Ltd. • Surgical & medical instruments & apparatus • New York

THIS PRE-FUNDED ORDINARY SHARES 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 Issuance Date (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from PolyPid Ltd., an Israeli company (the “Company”), up to [______] ordinary shares, no par value per share (the “Ordinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant was issued pursuant to that certain Securities Purchase Agreement, dated as of March 29, 2023, by and between the Company, the Holder and other purchasers signatory thereto (as may be amended, amended and restated, su

PRE-FUNDED WARRANT TO PURCHASE COMMON SHARES Issue Date: December 16, 2024
Pre-Funded Warrant Agreement • December 18th, 2024 • 1847 Holdings LLC • Services-management consulting services • New York

THIS PRE-FUNDED WARRANT TO PURCHASE COMMON SHARES (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 following Shareholder Approval (as defined below) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from 1847 Holdings LLC, a limited liability company formed under the laws of the State of Delaware (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one (1) share of Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.

PRE-FUNDED COMMON STOCK PURCHASE WARRANT RETINALGENIX TECHNOLOGIES, INC.
Pre-Funded Warrant Agreement • December 30th, 2021 • RetinalGenix Technologies Inc. • Surgical & medical instruments & apparatus

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Sanovas Ophthalmology, LLC 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from RetinalGenix Technologies Inc., a Delaware corporation (the “Company”), up to 28,014,540 shares (as subject to adjustment hereunder, the “Warrant Shares” and together with the Warrant, the “Securities”) of the Company’s common stock, par value $0.0001 per share (the “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).

PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK BIOCARDIA, INC.
Pre-Funded Warrant Agreement • August 29th, 2024 • BioCardia, Inc. • Biological products, (no disgnostic substances)

THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “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 BioCardia, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

TARONIS TECHNOLOGIES, INC.
Pre-Funded Warrant Agreement • April 17th, 2020 • Taronis Technologies, Inc. • Special industry machinery, nec

THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (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 __________, 2020 (the “Initial Exercise Date”) and on or prior to the close of business on until the date that all Warrant Shares have been exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Taronis Technologies, 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).

FORM OF PRE-FUNDED WARRANT] HWH INTERNATIONAL INC. PRE-FUNDED WARRANT TO PURCHASE COMMON SHARES
Pre-Funded Warrant Agreement • October 23rd, 2024 • HWH International Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

HWH International Inc. a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the date hereof until this Warrant is exercised in full ______________ (_____________) fully paid and nonassessable shares of common stock, par value $0.0001 per share, of the Company (“Common Shares”) subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Shares (including any Warrants to Purchase Common Shares issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 18. This Warrant is one of the Pre-Fu

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