Underwriters' Warrant Agreement Sample Contracts

OF NEOSTEM, INC.
Underwriter's Warrant Agreement • November 14th, 2007 • NeoStem, Inc. • Services-misc health & allied services, nec • New York
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Form of Underwriter’s Warrant Agreement
Underwriter’s Warrant Agreement • September 12th, 2022 • XORTX Therapeutics Inc. • Pharmaceutical preparations • 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) A.G.P./ALLIANCE GLOBAL PARTNERS OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF A.G.P./ALLIANCE GLOBAL PARTNERS OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

Form of Warrant Form of Underwriter’s Warrant Agreement
Underwriter’s Warrant Agreement • May 28th, 2021 • Clubhouse Media Group, Inc. • Services-amusement & recreation services • New York

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 20__ [DATE ON WHICH THE OFFERING IS QUALIFIED]. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 20__ [DATE THAT IS FIVE YEARS FROM THE DATE ON WHICH THE OFFERING IS QUALIFIED].

UNDERWRITER’S WARRANT AGREEMENT
Underwriter’s Warrant Agreement • January 16th, 2009 • VirnetX Holding Corp • Patent owners & lessors • New York

Underwriter’s Warrant Agreement (the “Agreement”), dated as of January ___, 2009, between VirnetX Holding Corporation (the “Company”) and Gilford Securities Incorporated (the “Underwriter”).

Form of Underwriter’s Warrant Agreement
Underwriter’s Warrant Agreement • August 1st, 2024 • Invizyne Technologies Inc • Biological products, (no disgnostic substances)

THIS 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 ____, 2024 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Invizyne Technologies, Inc., a Nevada corporation (the “Company”), up to ______ shares of Common Stock, par value $0.000001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).

UNDERWRITERS’ WARRANT AGREEMENT
Underwriters' Warrant Agreement • December 19th, 2023 • SinglePoint Inc. • Retail-nonstore retailers • 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 AND EIGHTY (180) DAYS FOLLOWING THE COMMENCEMENT OF SALES OF THE OFFERING TO ANYONE OTHER THAN (I) ALEXANDER CAPITAL, L.P., OR A REPRESENTATIVE OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ALEXANDER CAPITAL, L.P., OR OF ANY SUCH UNDERWRITERS OR SELECTED DEALER.

UNDERWRITERS’ WARRANT AGREEMENT
Underwriter's Warrant Agreement • May 18th, 2007 • Us Dry Cleaning Corp • Services-personal services • California

THIS UNDERWRITER’S WARRANT AGREEMENT (the “Agreement”), dated as of May 14, 2007, is made and entered into by and between U.S. Dry Cleaning Corporation, a Delaware corporation (the “Company”) and US EURO Securities, Inc., a California Corporation (the “Underwriter” and, once it has received the Warrants, the “Warrantholder”).

UNDERWRITER'S WARRANT AGREEMENT
Underwriter's Warrant Agreement • October 8th, 1999 • Infinite Technology Group LTD • New York
FORM OF UNDERWRITERS’ WARRANT AGREEMENT
Underwriters' Warrant Agreement • July 24th, 2020 • WiMi Hologram Cloud Inc. • Services-prepackaged software • 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 (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THE BENCHMARK COMPANY LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THE BENCHMARK COMPANY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

EX-4.4 3 a2224935zex-4_4.htm EX-4.4 Form of Underwriters’ Warrant Agreement
Underwriters’ Warrant Agreement • May 5th, 2020 • 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 (A) 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) AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED BELOW), OR (II) A BONA FIDE OFFICER OR PARTNER OF [·] OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER OR (B) CAUSE THIS PURCHASE WARRANT OR THE SHARES (DEFINED BELOW) TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SHARES, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(G)(2).

UNDERWRITER’S WARRANT AGREEMENT
Underwriter's Warrant Agreement • October 4th, 2010 • Electromed, Inc. • Electromedical & electrotherapeutic apparatus • Minnesota

UNDERWRITER’S WARRANT AGREEMENT dated as of September 28, 2010 (this “Agreement”), between Electromed, Inc., a Minnesota corporation (the “Company”), and Feltl and Company, Inc. (hereinafter referred to as the “Underwriter”).

Underwriter’s Warrant Agreement
Underwriter's Warrant Agreement • May 10th, 2019 • Consumer Capital Group, Inc. • Miscellaneous business credit institution • California

The registered Holder of this Warrant agrees by his, her or its acceptance hereof, that such Holder will not for a period of One Hundred Eighty (180) days following the EFFECTIVE date (as defined below) of the OFFERING Statement: (a) sell, transfer, assign, pledge or hypothecate this WarranT to anyone other than officers or partners of BOUSTEAD SECURITIES, LLC, each of whom shall have agreed to the restrictions contained herein, in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(g)(2).

EXHIBIT 4.5
Underwriters Warrant Agreement • January 29th, 1999 • U S Laboratories Inc • Services-testing laboratories • Florida
AND
Underwriter's Warrant Agreement • July 24th, 1997 • Cti Industries Corp • New York
Underwriters’ Warrant Agreement
Underwriters’ Warrant Agreement • June 23rd, 2022 • Lytus Technologies Holdings PTV. Ltd. • Services-computer processing & data preparation

THIS 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 on or after December 17, 2022 (the “Initial Exercise Date”)1 and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on June 17, 20272 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Lytus Technologies Holdings PTV. LTD., a British Virgin Islands corporation (the “Company”), up to ____________ common shares, par value $0.01 per share (the “Common Shares”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Form of Underwriter’s Warrant Agreement
Underwriter’s Warrant Agreement • October 31st, 2019 • GreenVision Acquisition Corp. • Blank checks • New York

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY GREENVISION ACQUISITION CORP (“COMPANY”) OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE (AS DEFINED HEREIN). VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF THE LIQUIDATION OF THE COMPANY’S TRUST ACCOUNT (AS DESCRIBED IN THE REGISTRATION STATEMENT) IF THE COMPANY HAS NOT COMPLETED A BUSINESS COMBINATION WITHIN THE REQUIRED TIME PERIODS OR FIVE YEARS FROM THE EFFECTIVE DATE.

UNDERWRITER’S WARRANT AGREEMENT
Underwriter’s Warrant Agreement • February 14th, 2008 • Opexa Therapeutics, Inc. • Pharmaceutical preparations • New York

Underwriter’s Warrant Agreement (the “Agreement”), dated as of February 19, 2008, between Opexa Therapeutics, Inc. (the “Company”) and ______________ (the “Holder”).

Form of Underwriters’s Warrant Agreement
Underwriters' Warrant Agreement • April 24th, 2020 • Skillful Craftsman Education Technology LTD • Services-educational services • 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) THE BENCHMARK COMPANY, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THE BENCHMARK COMPANY, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2).

FORM OF UNDERWRITERS’ WARRANT AGREEMENT
Underwriters' Warrant Agreement • December 5th, 2019 • AnPac Bio-Medical Science Co., Ltd. • Services-medical laboratories • 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 (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) WESTPARK CAPITAL, INC. (“WESTPARK”), UNIVEST SECURITIES LLC (“UNIVEST”) OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF WESTPARK, UNIVEST OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

Form of Underwriter’s Warrant Agreement
Underwriter’s Warrant Agreement • December 23rd, 2022 • Medlab Clinical Ltd. • Pharmaceutical preparations • 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.

UNDERWRITER’S WARRANT AGREEMENT
Underwriter's Warrant Agreement • December 18th, 2008 • ProUroCare Medical Inc. • Surgical & medical instruments & apparatus • Minnesota

UNDERWRITER’S WARRANT AGREEMENT dated as of , 2008 (this “Agreement”), between ProUroCare Medical, Inc., a Nevada corporation (the “Company”), and Feltl and Company, Inc. (hereinafter referred to as the “Underwriter”).

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UNDERWRITER’S WARRANT AGREEMENT
Underwriter's Warrant Agreement • July 10th, 2007 • NeoStem, Inc. • Services-misc health & allied services, nec • New York

THIS AGREEMENT, made as of July , 2007 between NeoStem, Inc., a Delaware corporation, with offices at 420 Lexington Avenue, Suite 450, New York, New York 10170 (“Company”), and Mercer Capital Ltd., a , with offices at 40 Wall Street, 31st Floor, New York, NY 10005 (“Underwriter”).

UNDERWRITERS’ WARRANT AGREEMENT
Underwriters' Warrant Agreement • February 22nd, 2024 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances)

THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) A.G.P./ ALLIANCE GLOBAL PARTNERS OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF A.G.P./ ALLIANCE GLOBAL PARTNERS OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

Underwriter’s Warrant Agreement
Underwriter’s Warrant Agreement • November 22nd, 2023 • Gain Therapeutics, Inc. • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [Newbridge Securities Corporation] [other designee] 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 [•], 2024 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to 5:00 p.m. (New York City time) on the date that is five years (5) years following the date of the Underwriting Agreement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gain Therapeutics, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), up to ___ shares of 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).

Noninvasive Medical Technologies, Inc. Underwriters' Warrant Agreement
Underwriters' Warrant Agreement • February 13th, 2007 • Noninvasive Medical Technologies Inc • Delaware

Underwriters' Warrant Agreement dated as of __________, 2007 by and between Noninvasive Medical Technologies, Inc., a Delaware corporation (the "Company") and US Euro Securities, Inc. (“US Euro”), as Representative of the several Underwriters (the “Underwriters”).

Underwriter’s Warrant Agreement
Underwriter’s Warrant Agreement • February 7th, 2023 • SONDORS Inc. • Motorcycles, bicycles & parts • New York

THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT THIS WARRANT SHALL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY (180 DAYS) IMMEDIATELY FOLLOWING THE EFFECTIVE DATE, AS HEREAFTER DEFINED. THIS WARRANT IS NOT EXERCISABLE AFTER [●], 2028.

Form of Underwriter’s Warrant Agreement BAIKANG BIOLOGICAL GROUP HOLDINGS LIMITED COMMON SHARE WARRANT
Underwriter’s Warrant Agreement • July 30th, 2019 • Baikang Biological Group Holdings LTD • Medicinal chemicals & botanical products • New York

This certifies that, for good and valuable consideration, receipt of which is hereby acknowledged, Joseph Stone Capital, LLC (“Holder”) is entitled to purchase, subject to the terms and conditions of this Warrant, from BAIKANG BIOLOGICAL GROUP HOLDINGS LIMITED, a British Virgin Islands company (the “Company”), up to [ ] fully paid and nonassessable shares of the Company’s common share, $0.001 par value per share (“Common Shares”) of the Company, in accordance with Section 2 hereof during the period commencing on [ ] [180 days from the commencement of the public offering] (the “Commencement Date”) and ending at 5:00 p.m. New York time, [ ] [three (3) years from the commencement date of the public offering] (the “Expiration Date”), at which time this Warrant will expire and become void unless earlier terminated as provided herein. The Common Shares of the Company for which this Warrant is exercisable, as adjusted from time to time pursuant to the terms hereof, are hereinafter referred to

EXHIBIT 1(v)
Underwriter's Warrant Agreement • October 6th, 1998 • Xetal Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
FORM OF UNDERWRITER’S WARRANT AGREEMENT
Underwriter’s Warrant Agreement • May 31st, 2006 • Microvision Inc • Electronic components, nec • New York

Underwriter’s Warrant Agreement (the “Agreement”), dated as of June , 2006, between Microvision, Inc. (the “Company”) and MDB Capital Group LLC (the “Underwriter”).

Underwriters’ Warrant Agreement
Underwriters’ Warrant Agreement • December 17th, 2024 • Callan JMB Inc. • Services-business services, nec • New York

THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of [_____] (“Holder”), as registered owner of this Common Stock Purchase Warrant (this “Purchase Warrant”), to Callan JMB Inc. a Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time from one hundred eighty (180) days following [_______], 2024, (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [_____]1, 2029 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up [_____] shares (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company a

COMMON SHARE PURCHASE WARRANT APTOSE BIOSCIENCES INC.
Underwriter’s Warrant Agreement • December 29th, 2023 • Aptose Biosciences Inc. • Biological products, (no disgnostic substances)

THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [Newbridge Securities Corporation] [other designee] 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 [•]3, 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to 5:00 p.m. (New York City time) on the date that is four (4) years following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aptose Biosciences Inc., a company incorporated under the Canada Business Corporations Act (the “Company”), up to [ ] common shares in the capital of the Company (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).

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