Investment Representation Statement and Market Stand-Off Agreement. The undersigned has executed, and delivers herewith, an Investment Representation Statement and Market Stand-Off Agreement in a form substantially similar to the form attached to the warrant as Exhibit A-1.
Investment Representation Statement and Market Stand-Off Agreement. Assignee has executed, and delivers herewith, an Investment Representation Statement and Market Stand-Off Agreement in a form substantially similar to the form attached to the Warrant as Exhibit A-1. Assignor and Assignee are signing this Assignment Form on the date first set forth above. ASSIGNOR ASSIGNEE (Print name of Assignor) (Print name of Assignee) (Signature of Assignor) (Signature of Assignee) (Print name of signatory, if applicable) (Print name of signatory, if applicable) (Print title of signatory, if applicable) (Print title of signatory, if applicable) Address: Address:
Investment Representation Statement and Market Stand-Off Agreement. Assignee has executed, and delivers herewith, an Investment Representation Statement and Market Stand-Off Agreement in a form substantially similar to the form attached to the Warrant as Exhibit A-1.
Investment Representation Statement and Market Stand-Off Agreement. Unless the rights under this Warrant are exercised pursuant to an effective registration statement under the Securities Act that includes the Shares with respect to which this Warrant was exercised, it will be a condition to any exercise of the rights under this Warrant that the Holder has executed the Investment Representation Statement and Market Stand-Off Agreement, substantially in the form of Exhibit A-2.
Investment Representation Statement and Market Stand-Off Agreement. Assignee has executed, and delivers herewith, an Investment Representation Statement and Market Stand-Off Agreement in a form substantially similar to the form attached to the Warrant as Exhibit A-1. Assignor and Assignee are signing this Assignment Form on the date first set forth above. ASSIGNOR ASSIGNEE (Print name of Assignor) (Print name of Assignee) (Signature of Assignor) (Signature of Assignee) (Print name of signatory, if applicable) (Print name of signatory, if applicable) (Print title of signatory, if applicable) (Print title of signatory, if applicable) Address: Address: EXHIBIT D SCHEDULE OF EXCEPTIONS 56 EXHIBIT E FORM OF INVESTORS’ RIGHTS AGREEMENT OPTI-HARVEST, INC. INVESTORS’ RIGHTS AGREEMENT This Investors’ Rights Agreement (this “Agreement”) is made as of ___________, 2021, by and among Opti-Harvest, Inc., a Delaware corporation (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on Exhibit A hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
Investment Representation Statement and Market Stand-Off Agreement. The undersigned has executed, and delivers herewith, an Investment Representation Statement and Market Stand-Off Agreement in a form substantially similar to the form attached to the warrant as Exhibit A-1. (Print name of the warrant holder) (Signature) (Name and title of signatory, if applicable) (Date) (Fax number) EXHIBIT A-l INVESTMENT REPRESENTATION STATEMENT INVESTOR: [______] COMPANY: DERMTECH, INC. SECURITIES: THE WARRANT ISSUED ON [________] (THE “WARRANT”) AND THE SECURITIES ISSUED OR ISSUABLE UPON EXERCISE THEREOF DATE: In connection with the purchase or acquisition of the above-listed Securities, the undersigned Investor represents and warrants to, and agrees with, the Company as follows:
Investment Representation Statement and Market Stand-Off Agreement. Assignee has executed, and delivers herewith, an Investment Representation Statement and Market Stand-Off Agreement in substantially the form attached as Exhibit A-2 to the Warrant. Assignor and Assignee are signing this Assignment on the date first set forth above. ASSIGNOR PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP* L+1234*3567*89*%;;2C381M * PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP* L!2C354A17*89*%;;2C381M * PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP* L+1234*3567*89*;2C35481GN*29*500@2=5F@7M * PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP* L+1234*424@7*89*;2C35481GN*29*500@2=5F@7M* * Address: PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP * PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP ASSIGNEE PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP* L+1234*3567*89*%;;2C377M * PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP L!2C354A17*89*%;;2C377M * PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP* L+1234*3567*89*;2C35481GN*29*500@2=5F@7M * PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP* L+1234*424@7*89*;2C35481GN*29*500@2=5F@7M * Address: PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP * PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP Exhibit 3.1 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY. WARRANT TO PURCHASE SHARES OF COMMON STOCK of ROBOT CACHE US INC. Dated as of [insert date] Void after the date specified in Section 8 No. [ ] Warrant to Purchase [ ] Shares of Common Stock (subject to adjustment)
Investment Representation Statement and Market Stand-Off Agreement. The undersigned has executed, and delivers herewith, an Investment Representation Statement and Market Stand-Off Agreement in a form substantially similar to the form attached to the warrant as Exhibit A-1. (Print name of the warrant holder) (Signature) (Name and title of signatory, if applicable) (Date) (Fax number) (Email address) (Signature page to the Notice of Exercise) EXHIBIT A-l INVESTMENT REPRESENTATION STATEMENT AND MARKET STAND-OFF AGREEMENT INVESTOR: COMPANY: SAGENT HOLDING CO. SECURITIES: THE WARRANT TO PURCHASE 2,380,952 PREFERENCE SHARES ISUED ON APRIL 6, 2010 (THE “WARRANT”) AND THE SECURITIES ISSUED OR ISSUABLE UPON EXERCISE THEREOF (INCLUDING UPON SUBSEQUENT CONVERSION OF THOSE SECURITIES) DATE: In connection with the purchase or acquisition of the above-listed Securities, the undersigned Investor represents and warrants to, and agrees with, the Company as follows:
Investment Representation Statement and Market Stand-Off Agreement. Assignee has executed, and delivers herewith, an Investment Representation Statement and Market Stand-Off Agreement in a form substantially similar to the form attached to the Warrant as Exhibit A-1. Assignor and Assignee are signing this Assignment Form on the date first set forth above. ASSIGNOR ASSIGNEE (Print name of Assignor) (Print name of Assignee) (Signature of Assignor) (Signature of Assignee) (Print name of signatory, if applicable) (Print name of signatory, if applicable) (Print title of signatory, if applicable) (Print title of signatory, if applicable) Address: Address: EXHIBIT D SCHEDULE OF EXCEPTIONS [INTENTIONALLY OMITTED] EXHIBIT E FORM OF SUBORDINATION AGREEMENT SUBORDINATION AGREEMENT This Subordination Agreement (the “Agreement”) is made as of November 1, 2012, by and among each of the undersigned Creditors (individually, a “Creditor” and, collectively, the “Creditors”) and Silicon Valley Bank (“Bank”).
Investment Representation Statement and Market Stand-Off Agreement. The undersigned has executed, and delivers herewith, an Investment Representation Statement and Market Stand-Off Agreement in a form substantially similar to the form attached to the warrant as Exhibit A-1. (Print name of the warrant holder) (Signature) (Name and title of signatory, if applicable) (Date) (Fax number) (Email address)] (Signature page to the Notice of Exercise) EXHIBIT A-l INVESTMENT REPRESENTATION STATEMENT AND MARKET STAND-OFF AGREEMENT INVESTOR: COMPANY: NANOMIX, INC. SECURITIES: THE WARRANT ISSUED ON , 20 (THE “WARRANT”) AND THE SECURITIES ISSUED OR ISSUABLE UPON EXERCISE THEREOF DATE: In connection with the purchase or acquisition of the above-listed Securities, the undersigned Investor represents and warrants to, and agrees with, the Company as follows:
