Common use of Waiver, etc Clause in Contracts

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, INC. By: Name: Title: Confirmed as of the date first written above, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp SCHEDULE 2-A Pricing Information Number of Firm Shares: Number of Additional Shares: Public Offering Price per Share: Underwriting Discount per Share: Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (Signal Genetics LLC)

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Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSINTERCLOUD SYSTEMS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp Corp. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Additional Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 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 (File Number [________]DEFINED BELOW) of Signal GeneticsTO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, Inc., which is incorporated by reference.] Exhibit OR (II) A EXHIBIT B Form of Lock-Up Agreement BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx[DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 00xx Xxxxx Xxx XxxxEASTERN TIME, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. ([___________________] [DATE THAT IS FOUR YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal GeneticsPurchase of [_____] Shares of Common Stock of InterCloud Systems, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (Intercloud Systems, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSKIROMIC BIOPHARMA, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY LLC By: Name: Title: KIROMIC BIOPHARMA, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares Securities to be Purchased (Firm Shares, Firm Pre-Funded Warrants, and Firm Warrants) Number of Additional Shares Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp (Option Shares, Option Pre-Funded Warrants, and Option Warrants) ThinkEquity LLC . TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [ ] Number of Additional Firm Pre-Funded Warrants: [ ] Number of Firm Warrants: [ ] Number of Option Shares: Up to [ ] Number of Option Pre-Funded Warrants: Up t o [ ] Number of Option Warrants: Up to [ ] Public Offering Price per Firm Share: $[ ] Public Offering Price per Firm Pre-Funded Warrant: $[ ] Public Offering Price per Firm Warrant: $0.001 Underwriting Discount per Firm Share: Proceeds to Company $[ ] Underwriting Discount per Share (before expenses): Firm Pre-Funded Warrant; $[ ] Underwriting Discount per Firm Warrant: $0.00007 Underwriting Non-accountable expense allowance per Firm Share: $[ ] Underwriting Non-accountable expense allowance per Firm Pre-Funded Warrant: $[ ] Underwriting Non-accountable expense allowance per Firm Warrant: $0.00001 Proceeds to Company per Firm Share (before expenses): $[ ] Proceeds to Company per Firm Pre-Funded Warrant (before expenses): $[ ] Proceeds to Company per Firm Warrant (before expenses): $[ ] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxx Xxxxxxx Dxxxxxx Xxxxxx Xxxxx Xxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxxxxx Xxxx Rxxxx X. Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxxx Dxxxx X. Xxxxx Xxxxxx Xxxxx Tirelli EXHIBIT A Form of Pre-Funded Warrant EXHIBIT B Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 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 (File Number [________]DEFINED BELOW) of Signal GeneticsTO ANYONE OTHER THAN (I) THINKEQUITY LLC, Inc.OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, which is incorporated by reference.] Exhibit OR (II) A EXHIBIT B Form of Lock-Up Agreement BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx[DATE THAT IS [180 DAYS] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 00xx Xxxxx Xxx XxxxEASTERN TIME, Xxx Xxxx 00000 Ladies and Gentlemen[___________________] [DATE THAT IS FOUR AND ONE HALF YEAR PERIOD FROM THE 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK KIROMIC BIOPHARMA, INC. Warrant Shares: The undersigned understands that Aegis Capital Corp. _______ Initial Exercise Date: ______, 2022 THIS WARRANT TO PURCHASE COMMON STOCK (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, _____________ or its assigns (the “Underwriting Agreement 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, in accordance with Signal GeneticsFINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four and one-half year period from the 180 days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kiromic Biopharma, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of up to ______ shares of common stockCommon Stock, par value $0.01 0.001 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).

Appears in 1 contract

Samples: Underwriting Agreement (Kiromic Biopharma, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSAZURRX BIOPHARMA, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORPWALLACHBETH CAPITAL, LLC By: Name: Title: NETWORK 1 FINANCIAL SECURITIES, INC. By: Name: Title: AZURRX BIOPHARMA, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp WallachBeth Capital, LLC Network 1 Financial Securities, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Additional Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None] . SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Johan M. (Thijs) Sxxxx Xxxxxx Dxxxxx Xxxxxx J. Xxxxxxxxx Axxxxxxx Xxxxxxx Dxxxxxx Mxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx Pelican Partners LLC Jxxxx Xxxxxxx Rxxxxxx Xxxxxxx ADEC Private Equity Investment, LLC EBR Ventures, LLC SCHEDULE 4 Subsidiaries and Affiliates AzurRx BioPharma SAS EXHIBIT A Form of Representative’s Representatives’ Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx ●], 2016 WallachBeth Capital, LLC Network 1 Financial Securities, Inc. As Representatives of the several Underwriters named on Schedule 1 attached hereto c/o WallachBeth Capital, LLC 100 Xxxx Xxxxxx, 00xx Xxxxx 0000 Xxx Xxxx, XX 00000 c/o Network 1 Financial Securities, Inc. 2 Xxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. you, as representatives (the “RepresentativeRepresentatives) proposes ), propose to enter into an Underwriting Agreement (the “Underwriting Agreement Agreement”) with Signal GeneticsAzurRx BioPharma, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 0.0001 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (AzurRx BioPharma, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSINTERCLOUD SYSTEMS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: [Signature Page] INTERCLOUD SYSTEMS, INC. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Aegis Capital Corp. [ ] TOTAL [ ] Underwriter Total Number of Additional Shares Firm Warrants to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp Corp. [ ] TOTAL [ ] SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Warrants: [•] Number of Additional Shares: [•] Number of Additional Warrants: [•] Warrant exercise price: $[•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[•] Public Offering Price per Warrant: $[•] Underwriting Non-accountable expense allowance Discount per ShareWarrant: $[•] Proceeds to the Company per Warrant (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).Parties

Appears in 1 contract

Samples: Underwriting Agreement (Intercloud Systems, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSU.S. RARE EARTHS, INC. By: Name: Title: Confirmed as of Accepted on the date first written above, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: above written. AEGIS CAPITAL CORP. ., as Representative By: Name: Xxxxxx X. Xxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Number of Firm Warrants to be Purchased Number of Additional Warrants to be Purchased if Over- Allotment Option is Fully Exercised Aegis Capital Corp SCHEDULE 2-A Pricing Information Number of Firm Shares: Number of Additional Shares: Public Offering Price per Share: Underwriting Discount per Share: Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx TOTAL EXHIBIT A Form of Warrant C-1 EXHIBIT B Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B C Form of Lock-Up Agreement EXHIBIT D Form of Press Release [_________Form of Press Release] Aegis Capital Corp. 800 Xxxxxxx XxxxxxU.S. Rare Earths, 00xx Xxxxx Xxx XxxxInc. [Date] U.S. Rare Earths, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation Inc. (the “Company”)) announced today that Aegis Capital Corp., providing acting as representative for the underwriters in the Company’s recent public offering (the “Public Offering”) of [ ] shares of common stock, par value $0.01 per share, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company (Company’s common stock held by [certain officers or directors] [an officer or director] of the “Shares”).Company. The [waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended. ANNEX 1 Seaglass Holding Corp. — 100% owned by U.S. Rare Earths, Inc.

Appears in 1 contract

Samples: Underwriting Agreement (U.S. Rare Earths, Inc)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSuXxxx.xxx, INC. Inc. By: Name: Dxxxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. Dxxxxx Xxxxx Securities, Inc. By: Name: Title: On behalf of each of the Underwriters uXxxx.xxx, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares Units to be Purchased Number of Additional Option Shares to be Purchased if Over-the Over- Allotment Option is Fully Exercised Aegis Capital Corp Number of Option Warrants to be Purchased if the Over- Allotment Option is Fully Exercised Dxxxxx Xxxxx Securities, Inc. Total SCHEDULE 2-A Pricing Information Number of Units: [•] Number of Firm Shares included in the Units: [•] Number of Firm Warrants included in the Units: [•] Shares underlying Firm Warrants: [•] Number of Option Shares: [•] Number of Additional SharesOption Warrants: [•] Shares underlying Option Warrants: [•] Purchase Price per Option Share: $[•] Purchase Price per Option Warrant: $[•] Public Offering Price per ShareUnit: $[•] Underwriting Discount per ShareUnit: Proceeds to Company per Share (before expenses): $[•] Underwriting Non-accountable expense allowance per ShareUnit: $[•] Proceeds to Company per Unit (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] . SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (usell.com, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSXG TECHNOLOGIES, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: FELTL AND COMPANY, INC. By: Name: Title: XG TECHNOLOGY, INC. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp Feltl and Company, Inc. TOTAL: Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: Number of Additional Shares: Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] . SCHEDULE 2-C Written Testing-the-Waters Communications [None] . Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).Parties

Appears in 1 contract

Samples: Underwriting Agreement (xG TECHNOLOGY, INC.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSHXXXXXX JXXXX LABORATORIES, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORPNETWORK 1 FINANCIAL SECURITIES, INC. By: Name: Title: Dxxxx Xxxxxxxxxx Managing Director [SIGNATURE PAGE] HXXXXXX JXXXX LABORATORIES, INC. UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares Units to be Purchased Maximum Number of Additional Shares Option Units to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp Network 1 Financial Securities, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm SharesUnits: Number of Additional SharesOption Units: Public Offering Price per ShareUnit: $ Underwriting Discount per ShareUnit: Proceeds to Company per Share (before expenses): $ Underwriting Non-accountable expense allowance per ShareUnit: $ Proceeds to Company per Unit (before expenses): $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE Free Writing Prospectus, dated November 8, 2017 Free Writing Prospectus, dated December 5, 2017 Free Writing Prospectus, dated March 2-C Written Testing-the-Waters Communications [None] , 2018 Free Writing Prospectus, dated March 12, 2018 Free Writing Prospectus, dated April 24, 2018 SCHEDULE 3 List of Lock-Up Parties Bxxxxxx Rxxxxx X. XxXxx Sxxxxx Xxxxxx Wxxxxxx X. Xxxxxxxxxx Xxxxxx Bxxxxxxx Xxxxxxxxxxx, M.D. Mxxx X. Xxxxxxxx, M.D. Sxxxx Xxxxxxx Rxxxxx Xxxxxxx Dxxxxxx X. Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx Rxxxxx X. Xxxxx Dxxxx X. Xxxxxx Sxxxxx Xxxxxxxx Biodyne Holding, S.X. Xxxxxxxx Ventures Ltd. Subsidiaries Hxxxxxx Jxxxx Laboratories Vascular, Inc., a Delaware corporation EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Underwriter Warrant Agreement 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 OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE WARRANT BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) [__________] Aegis Capital Corp. 800 Xxxxxxx XxxxxxOR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, 00xx Xxxxx Xxx XxxxOR (II) A BONA FIDE OFFICER OR PARTNER OF [__________] OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO _______________1. VOID AFTER 5:00 P.M., Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (EASTERN TIME, ______________2. COMMON STOCK PURCHASE WARRANT For the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal GeneticsPurchase of ___________ Shares of Common Stock of HXXXXXX JXXXX LABORATORIES, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”)INC.

Appears in 1 contract

Samples: Underwriting Agreement (Hancock Jaffe Laboratories, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSMICROLIN BIO, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. BREAN CAPITAL, LLC By: Name: Title: SUMMER STREET RESEARCH PARTNERS By: Name: Title: [COMPANY] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp Brean Capital, LLC Summer Street Research Partners [·] TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [·] Number of Additional Option Shares: [·] Public Offering Price per Share: $[·] Underwriting Discount per Share: $[·] Underwriting Non-accountable Expense Allowance per Share: $[·] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[·] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [NoneINSERT] SCHEDULE 2-C Written Testing-the-Waters Communications [NoneINSERT] Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).Parties

Appears in 1 contract

Samples: Underwriting Agreement (Microlin Bio, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, INC. NANOFLEX POWER CORPORATION By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Xxxxx Xxxxxx Title: Managing Director of Investment Banking [Signature Page] Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares Securities to be Purchased Number of Additional Shares Securities to be Purchased if Over-Allotment Option is Fully Exercised Firm Shares Firm Warrants Additional Shares Additional Warrants Aegis Capital Corp Corp. SCHEDULE 2-A Pricing Information Number of Firm Shares: Number of Firm Warrants: Number of Additional Shares: Number of Additional Warrants: Public Offering Price per Share: Underwriting Discount $ Public Offering Price per ShareWarrant: Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 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 (File Number [DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO _______, 20_]) of Signal Genetics_. VOID AFTER 5:00 P.M., Inc.EASTERN TIME, which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________, 20__. COMMON STOCK PURCHASE WARRANT For the Purchase of [____] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) Shares of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).Common Stock of

Appears in 1 contract

Samples: Underwriting Agreement (NanoFlex Power Corp)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSSHINECO, INC. By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule Underwriter: NETWORK 1 hereto: AEGIS CAPITAL CORPFINANCIAL SECURITIES, INC. By: Name: Dxxxx Xxxxxxxxxx Title: :Chief Executive Officer Shineco, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Placement Shares to be Purchased Number of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp Placed Network 1 Financial Securities, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Placement Shares: Number of Additional Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of RepresentativeUnderwriter’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 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 (File Number [________]DEFINED BELOW) of Signal GeneticsTO ANYONE OTHER THAN (I) NETWORK 1 FINANCIAL SECURITIES, Inc.INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, which is incorporated by reference.] Exhibit OR (II) A EXHIBIT B Form of Lock-Up Agreement BONA FIDE OFFICER OR PARTNER OF NETWORK 1 FINANCIAL SECURITIES, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx[DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 00xx Xxxxx Xxx XxxxEASTERN TIME, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. ([___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal GeneticsPurchase of [_____] Shares of Common Stock of Shineco, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (Shineco, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, FLEWBER GLOBAL INC. By: Name: Xxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY LLC By: Name: Title: Flewber Global Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp ThinkEquity LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Additional Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-B SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch. 2-C SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 Directors & Officers (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of 9-Month Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”Up), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (Flewber Global Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSEPIEN MEDICAL, INC. By: Name: Title: Xxxxxxxx Xxxxx Title Chief Executive Officer Confirmed as of the date first written above, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. XX XXXXXX, division of Benchmark Investments, LLC By: Name: Title: EPIEN MEDICAL, INC. – UNDERWRITING AGREEMENT 32 SCHEDULE 1 Underwriter Total Underwriters Number of Firm Shares Closing Units to be Purchased Number of Additional Closing Shares (included in the Closing Unit) to be Purchased Number of Closing Warrants (included in the Closing Unit) to be Purchased Number of Each of Option Shares and Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp XX Xxxxxx, division of Benchmark Investments, LLC Total SCHEDULE 2-A Pricing Information Number of Firm Closing Units: [●] -Number of Closing Shares: [●] -Number of Closing Warrants: [●] Number of Additional Option Shares: [●] Number of Option Warrants: [●] Number of Representative’s Warrants: [●] Public Offering Price per Closing Unit: $[●] Public Offering Price per Option Share: $[●] Price per Option Warrant: $[●] Underwriting Discount per Closing Unit: $[●] Underwriting Discount per Option Share: $[●] Underwriting Discount per Option Warrant: $[●] Proceeds to Company per Closing Unit (before expenses): $[●] Proceeds to Company per Option Share (before expenses): Underwriting Non-accountable expense allowance $[●] Proceeds to Company per Share: Option Warrant (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies Executive Officers and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).Directors

Appears in 1 contract

Samples: Underwriting Agreement (Epien Medical, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, INC. XXXX.xxx Limited By: Name: Xxx Xxxxx Title: Chief Executive Officer Confirmed and accepted as of the date first written aboveabove written: Boustead Securities, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. LLC By: Name: Xxxxx Xxxxx Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp SCHEDULE 2Chief Executive Officer XXXX.XXX LIMITED. – Underwriting Agreement Schedule 1-A Pricing Information Number of Firm Shares: Number of Additional Shares: Public Offering Price per Share: Underwriting Discount per Share: Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: SCHEDULE 2Disclosure Package Schedule 1-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2Prospectus Schedule 1-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Schedule 2 Lock-Up up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT Exhibit A Form of RepresentativeUnderwriter’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).up Agreement

Appears in 1 contract

Samples: Underwriting Agreement (SSLJ. COM LTD)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSSOLIGENIX, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: Soligenix, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Additional Firm Warrants to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp Corp. Maxim Group LLC TOTAL SCHEDULE 2-A 2 Pricing Information Number of Firm Shares: [●] Number of Additional Firm Warrants: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Warrant Exercise Price: [●] Public Offering Price per Share: $[●] Public Offering Price per Warrant: $[●] Underwriting Discount per Share: Proceeds to Company $[●] Underwriting Discount per Share (before expenses): Warrant: $[●] Underwriting Non-accountable expense allowance per ShareShare and Warrant: SCHEDULE 2-B Issuer General Use Free Writing Prospectuses $[None] SCHEDULE 2-C Written Testing-the-Waters Communications Proceeds to Company per share and warrant (before expenses): $[None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx Rxxxxxx X. XxXxx Sxxxxx Xxxx NRM VII Holdings I, LLC Pxxxx Xxxxxxx Sigma-Tau Pharmaceuticals, Inc. SciClone Pharmaceuticals, Inc. Intrexon Corporation Cxxxxxxxxxx X. Xxxxxxxxxx Xxxxxxx Kxxxx Xxxxxxxx Mxxxx Xxxxxxxx Gxxxx X. Xxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Jxxxx Xxxxxx Rxxxxxx Xxxxxxx Oreola Dxxxxx Xxxxx R. Xxxxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] 4.15 to the Registration Statement on Form S-1 S-1, as amended (File Number [________]333-214038) of Signal GeneticsSoligenix, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] [ ], 2016 Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. you (the “Representative”) proposes and certain other firms (the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement Agreement”) with Signal Geneticsproviding for the purchase by the Underwriters of shares (the “Stock”) of common stock, par value $0.001 per share (the “Common Stock”) and warrants to purchase shares of Common Stock, of Soligenix, Inc., a Delaware corporation (the “Company”), providing for and that the Underwriters propose to reoffer the Stock and warrants to the public offering (the “Public Offering”). In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of the Representative, on behalf of the Underwriters, the undersigned will not, directly or indirectly, (a) offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock; (b) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of common stockCommon Stock, par value $0.01 per sharewhether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise; (c) except as provided for below, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company Company; or (d) publicly disclose the intention to do any of the foregoing for a period commencing on the date hereof and ending on the 90th day after the date of the Prospectus relating to the Offering (such 90-day period, the “SharesLock-Up Period”).

Appears in 1 contract

Samples: Underwriting Agreement (Soligenix, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSAXXXX BIOSCIENCES, INC. By: Name: Title: Confirmed as of the date first written above, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp SCHEDULE 2-A Pricing Information Number of Firm Shares: Number of Additional Shares: Public Offering Price per Share: Underwriting Discount per Share: Underwriting Non-accountable expense allowance per Share: Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal GeneticsAxxxx Biosciences, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal GeneticsAxxxx Biosciences, Inc., a Delaware New Jersey corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 0.001 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (Akers Biosciences Inc)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSSG BLOCKS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Additional Pre-Funded Warrants to be Purchased Total Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [ ] Number of Additional Pre-Funded Warrants: [ ] Number of Option Shares: [ ] Public Offering Price per Firm Share/Option Share: $[ ] Public Offering Price per Pre-Funded Warrant: $[ ] Underwriting Discount per Firm Share / Option Share: $[ ] Underwriting Discount per Pre-Funded Warrant: $[ ] Proceeds to Company per Firm Share / Option Share (before expenses): Underwriting Non$ Proceeds to Company per Pre-accountable expense allowance per Share: Funded Warrant (before expenses): $[ ] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [NoneFree Writing Prospectus, dated [ ] SCHEDULE 2-C Written Testing-the-Waters Communications [None] . SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).Parties

Appears in 1 contract

Samples: Underwriting Agreement (Sg Blocks, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, INC. Yoshiharu Global Co. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. EX XXXXXX, division of Benchmark Investments, LLC By: Name: Sxx Xxxxxxxxxx Title: Supervisory Principal SCHEDULE 1 Underwriter Total Number of Firm Shares Units to be Purchased Number of Additional Option Shares and Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp EX Xxxxxx, division of Benchmark Investments, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Units: Number of Option Shares: Number of Additional SharesOption Warrants: Public Offering Price per ShareFirm Unit: Public Offering Price per Option Share and Option Warrant: Underwriting Discount per ShareFirm Unit: Underwriting Discount per Option Share and Option Warrant: Proceeds to Company per Share Firm Unit (before expenses): Underwriting Non-accountable expense allowance Proceeds to Company per Share: Option Share and Option Warrant (before expenses): SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] . SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).3

Appears in 1 contract

Samples: Underwriting Agreement (Yoshiharu Global Co.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSCORTIGENT, INC. By: Name: Xxxxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY LLC By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp ThinkEquity LLC TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: Number of Additional Option Shares: Public Offering Price per Share: $ Underwriting Discount per Share: $ Underwriting Non-accountable expense allowance per Share: $ Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Vivani Medical, Inc. Xx. Xxxx Xxxxxxxxxx Rxxxxx Xxxxxxxx Xxxxx Xxxxxx Xxxx Xxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 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 (File Number [________]DEFINED BELOW) of Signal GeneticsTO ANYONE OTHER THAN (I) THINKEQUITY LLC, Inc.OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, which is incorporated by reference.] Exhibit OR (II) A EXHIBIT B Form of Lock-Up Agreement BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC, OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx[DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 00xx Xxxxx Xxx XxxxEASTERN TIME, Xxx Xxxx 00000 Ladies and Gentlemen[___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK CORTIGENT, INC. Warrant Shares: The undersigned understands that Aegis Capital Corp. _______ Initial Exercise Date: ______, 2023 THIS WARRANT TO PURCHASE COMMON STOCK (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, _____________ or its assigns (the “Underwriting Agreement 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 ____, 2023 (the “Initial Exercise Date”) and, in accordance with Signal GeneticsFINRA 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 Cortigent, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of up to ______ shares of common stockCommon Stock, par value $0.01 0.001 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).

Appears in 1 contract

Samples: Underwriting Agreement (Cortigent, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSDuos Technologies Group, INC. Inc. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY A Division of Fordham Financial Management, Inc. By: ___________________________ Name: Title: [ISSUER] – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp ThinkEquity, a division of Fordham Financial Management, Inc. The Benchmark Company, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Additional Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx Gxxxxx X. XxXxx Sxxxxx Xxxxxxx Axxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx Bxxxx X. Xxxxx Dxxxx Kxxxxxx Xxxxxx Nxx Xxxxxxxxxxx Cxxxxx X. Xxxxxx Xxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx •], 2020 ThinkEquity A Division of Fordham Financial Management, Inc. 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. ThinkEquity, a Division of Fordham Financial Management, Inc. (the “Representative”) ), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement Agreement”) with Signal GeneticsDuos Technologies Group, Inc., a Delaware Florida corporation (the “Company”), providing for the [initial] public offering (the “Public Offering”) of shares of common stock, par value $0.01 0.001 per share, of the Company (the “Common Shares”).. To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending ninety (90) days after the date of the Underwriting Agreement relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of the undersigned or a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made; (f) the receipt by the undersigned from the Company of Common Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer of Common Shares or any securities convertible into Common Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made within [90] days after the date of the Underwriting Agreement, and after such [90]th day, if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Pricing Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (j) the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Shares involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes of clause (j) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement. If (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension. The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date hereof to and including the 34th day following the expiration of the Lock-Up Period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired. If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Securities that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by March 31, 2020 or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (Name - Please Print)

Appears in 1 contract

Samples: Underwriting Agreement (Duos Technologies Group, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] [Counterpart Signature Page to Underwriting Agreement] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, INC. CBL INTERNATIONAL LIMITED By: Name: Title: TItle Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. PACIFIC CENTURY SECURITIES, LLC By: Name: Title: CBL INTERNATIONAL LIMITED. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp Pacific Century Securities, LLC [___] TOTAL [___] SCHEDULE 2-A Pricing Information Number of Firm Shares: Number of Additional Shares: [__] Public Offering Price per Firm Share: $[__] Underwriting Discount per Firm Share: $[__] Proceeds to Company per Firm Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[__] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None__] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Lock-Up Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________, 2022] Aegis Capital Corp. 800 Xxxxxxx XxxxxxPacific Century Securities, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 LLC Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. Pacific Century Securities, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement Agreement”) with Signal Genetics, Inc.CBL International Limited, a Delaware Cayman Islands corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stockordinary shares, par value $0.01 [ ] per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (CBL International LTD)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, INCFGI INDUSTRIES LTD. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THE BENCHMARK COMPANY, LLC By: Name: Jxxx X. Xxxxx III Title: Senior Managing Director FGI INDUSTRIES LTD. - UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if Over-the Over- Allotment Option is Fully Exercised Aegis Capital Corp The Benchmark Company, LLC [•] [•] Northland Securities, Inc. [•] [•] TOTAL [•] [•] Schedule 1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Additional Option Shares: [•] Public Offering Price per Share: $ [•] Underwriting Discount per Share: $ [•] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C and Written Testing-the-Waters Communications [None] Schedule 2 - B SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).up Parties

Appears in 1 contract

Samples: Underwriting Agreement (FGI Industries Ltd.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, INC. BOXLIGHT CORPORATION By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Head of Investment Banking [SIGNATURE PAGE] BOXLIGHT CORPORATION – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp Corp. TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Additional Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None] . Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Jxxxx Mxxx Xxxxxxx Dxxxxxx Hxxxx Xxxxx Sxxxx Xxxxxxx Mxxxxxx Xxxx Txxxxxx Xxx Rxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Rxxxxxx Crew VertCapital Corp. Axxx Xxx K Laser Corp. Sch. 3-1 SCHEDULE 4 Subsidiaries and Affiliates Genesis Collaboration, LLC Boxlight Holdings Limited Everest Display, Inc. Globisens Ltd. Gxxxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx International Ltd. Boxlight LatinoAmerica, S.A. de C.V. Boxlight LatinoAmerica Servicios, S.A. de C.V Everest Technology Ltd. Sch. 4-1 EXHIBIT A Form of Representative’s Warrant Agreement 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) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [Reference is made to Exhibit DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [____DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of [ ] to the Registration Statement on Form S-1 (File Number [________]) Shares of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form Common Stock of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).BOXLIGHT CORPORATION

Appears in 1 contract

Samples: Underwriting Agreement (Boxlight Corp)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, INC. CEL-SCI CORPORATION By: Name: Xxxxx X. Kersten Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY LLC By: Name: Xxxx Xxxx Title: Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp by the Representative ThinkEquity LLC 3,875,000 0 TOTAL 3,875,000 0 SCHEDULE 2-A Pricing Information Number of Firm Shares: Number of Additional Shares: 3,875,000 Public Offering Price per Share: $2.00 Underwriting Discount per Share: $0.l4 Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share$1.86 Number of Option Shares: 0 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] . SCHEDULE 2-C Written Testing-the-Waters Communications [None] . SCHEDULE 3 List of Lock-Up Parties Bxxxxxx Name Position Xxxxx X. XxXxx Sxxxxx Kersten, Esq. Director, Chief Executive Officer and Treasurer Xxxxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Senior Vice President of Operations and Corporate Secretary Xxxx Xxxxx, Ph.D. Chief Scientific Officer Xxxxxx X. Xxxxxxxxx, Ph.D. Senior Vice President of Research, Cellular Immunology Xxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Senior Vice President of Regulatory Affairs Xxxxx X. Xxxxx, Ph.D. Director Xxxxx Xxxxxxxxxxx Director Xxxxxx Xxxxxx Director Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx Xxxxxxxx, Ph.D. Director EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx , 2024 ThinkEquity LLC 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx41st Fl New York, Xxx Xxxx 00000 NY 10004 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. ThinkEquity LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement Agreement”) with Signal Genetics, Inc.CEL-SCI Corporation, a Delaware Colorado corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (Cel Sci Corp)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSHARBOR CUSTOM DEVELOPMENT, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. A Division of Fordham Financial Management, Inc. By: Name: Title: Harbor Custom Development, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp ThinkEquity, a Division of Fordham Financial Management, Inc. [ ] [ ] TOTAL [ ] [ ] Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Additional Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [NoneIssuer Free Writing Prospectus, dated January [●], 2021 (Registration No. 333-[●]] SCHEDULE 2-C Written Testing-the-Waters Communications [None] . Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Sxxxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Lxxxx Xxxxxxx Rxxxxxx Xxxxxxxxx Axxxx Xxxxx Jxxxxxx Xxxxxxxxxxx Rxxx xxx Xxxxxx Lxxxx Xxxxx Wxxxx Xxxxxx Dxxxxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx The Gxxxxxx Investment Trust EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 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 (File Number [________]DEFINED BELOW) of Signal GeneticsTO ANYONE OTHER THAN (I) THINKEQUITY, Inc.A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, which is incorporated by reference.] Exhibit INC. OR AN UNDERWRITER OR A EXHIBIT B Form of Lock-Up Agreement [SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO _________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx____, 00xx Xxxxx Xxx Xxxx2021. VOID AFTER 5:00 P.M., Xxx Xxxx 00000 Ladies and GentlemenEASTERN TIME, _________________, 2026. WARRANT TO PURCHASE COMMON STOCK HARBOR CUSTOM DEVELOPMENT, INC. Warrant Shares: The undersigned understands that Aegis Capital Corp. _______ Initial Exercise Date: ______, 2021 THIS WARRANT TO PURCHASE COMMON STOCK (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, _____________ or its assigns (the “Underwriting Agreement 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 ____, 2021 (the “Initial Exercise Date”) and, in accordance with Signal GeneticsFINRA 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 Harbor Custom Development, Inc., a Delaware Washington corporation (the “Company”), providing for the public offering (the “Public Offering”) of up to ______ shares of common stockCommon Stock, no par value $0.01 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).

Appears in 1 contract

Samples: Underwriting Agreement (Harbor Custom Development, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] Skillful Craftsman Education Technology Limited – Underwriting Agreement If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, INC. Skillful Craftsman Education Technology Limited By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. The Benchmark Company, LLC By: Name: Title: On behalf of each of the Underwriters The Benchmark Company, LLC [●] [●] Total: [●] [●] SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp SCHEDULE 2-A 2 Pricing Information Number of Firm Shares: [●] Number of Additional Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: Proceeds to Company $[●] (7% per Share; 5% per Share (before expenses): Underwriting Non-accountable expense allowance per Share: for investors introduced to the Underwriters by the Company) SCHEDULE 2-B I Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx . 29 EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).Agreement

Appears in 1 contract

Samples: Underwriting Agreement (Skillful Craftsman Education Technology LTD)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSAASTROM BIOSCIENCES, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORPLADENBURG XXXXXXXX & CO. INC. By: Name: Title: AASTROM BIOSCIENCES, INC. — UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment allotment Option is Fully Exercised Aegis Ladenburg Xxxxxxxx & Co. Inc. Trout Capital Corp LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: Number of Additional Option Shares: Public Offering Price per Shareshare: $ Underwriting Discount per Shareshare: Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx Xxxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx Xxxxxxxxx Xxxxxx Xxxxxx Xxxxxx X. Xxxxx Dxxxx Xxxx X. Xxxxxx EXHIBIT Xxxxxx X. Xxxx Xxxxx Xxxxx Xxxxxx X. Xxxxxxx SCHEDULE 4 [To be provided] Exhibit A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal GeneticsXxxx-Xx Xxxxxxxxx , Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 0000 Xxxxxxxxx Xxxxxxxx & Co. Inc. 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representative of the Several Underwriters Re: Public Offering of Aastrom Biosciences, Inc. Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. undersigned, an officer, director or holder of common stock, no par value (“Common Stock”), or rights to acquire Common Stock, of Aastrom Biosciences, Inc. (the “RepresentativeCompany”) proposes understands that you, as Representative of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement Agreement”) with Signal Genetics, Inc., a Delaware corporation (the Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value $0.01 per share, Common Stock of the Company (the “SharesSecurities”) pursuant to a registration statement on Form S-1 (as amended, the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”).. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to enter into the Underwriting Agreement and to proceed with the Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees for the benefit of the Company, you and the other Underwriters that, without the prior written consent of the Representative on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending ninety (90) days (the “Lock-Up Period”) after the date of the final prospectus relating to the Offering (the “Prospectus”), directly or indirectly: (1) offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock owned either of record or beneficially or may be deemed to be beneficially owned (as defined in the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder (the “Exchange Act”)) by the undersigned on the date hereof or hereafter acquired or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, or (4) publicly announce an intention to do any of the foregoing. The restrictions in the immediately preceding paragraph shall not apply to:

Appears in 1 contract

Samples: Underwriting Agreement (Aastrom Biosciences Inc)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSMERIDIAN WASTE SOLUTIONS, INC. By: /s/ Name: Jxxxxxx Xxxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORPJXXXXX XXXXXX & CO., LLC. By: Name: Exxx Xxxx Title: Head of Investment Banking/Underwritings SCHEDULE 1 Underwriter Total Number of Firm ofFirm Shares to be Purchased bePurchased Number of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp Number of Firm Warrants to be Purchased Number of Additional Warrants to be Purchased if Over-Allotment Option is Fully Exercised Jxxxxx Xxxxxx & Co., LLC… TOTAL……………. SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Additional Firm Warrants: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Warrant exercise price: $[●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Proceeds to Company per Share (before non-accountable expense allowance and other expenses): $[●] Underwriting Non-accountable expense allowance per Share: $[●] Public Offering Price per Warrant: $[●] Underwriting Discount per Warrant: $[●] Underwriting Non-accountable expense allowance per Warrant: $[●] Proceeds to Company per Warrant (before non-accountable expense allowance and other expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx ● Jxxxxx Xxxxxxx ● Cxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxx ● CC2G Holdings, LLC ● Jxxxxxx Xxxxxx ● Txxxxx Xxxxx ● Jxxxxxx Xxxxx ● Jxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx ● Txxxxxx X. Xxxxx Dxxxx ● Gxxxxxx, Sxxxx & Co. ● Wxxxxx X. Xxxxxx EXHIBIT A Form Xxxx ● Praesidian Capital Opportunity Fund III, LP ● Praesidian Capital Opportunity Fund III-A, LP ● Praesidian Capital Opportunity Management III, LLC ● Praesidian Capital Opportunity Management III-A, LLC ● The Rxxxx Family Trust ● [All holders of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________Series C Preferred Stock]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (Meridian Waste Solutions, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSHEAT BIOLOGICS, INC. By: Name: Jxxxxxx Xxxx Title: Chairman, CEO Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. A.G.P./ALLIANCE GLOBAL PARTNERS By: ________________________________ Name: Dxxxx Xxxxxx Title: Head of Investment Banking [SIGNATURE PAGE] HEAT BIOLOGICS, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Pre-Funded Warrants to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp by the Representative A.G.P./Alliance Global Partners CIM Securities, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: Number of Additional Pre-Funded Warrants: Number of Option Shares: Public Offering Price per Share: $ Public Offering Price per Pre-Funded Warrant: $ Underwriting Discount per Share: $ Underwriting Discount per Pre-Funded Warrant: $ Proceeds to Company per Share (before expenses): Underwriting Non$ Proceeds to Company per Pre-accountable expense allowance per Share: Funded Warrant (before expenses): $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] Issuer General Use Free Writing Prospectus filed with the Commission on April 20, 2018. SCHEDULE 3 List of Lock-Up Parties Bxxxxxx Jxxxxxx Xxxx Jxxx Xxxxxxxx, Ph.D. Axx Xxxxx, M.B.A. Jxxx Xxxxxxx, Ph.D. Exxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Aristar Capital (f/k/a Brightline Ventures III, LLC) Orion Holdings V, LLC Seed-One Holdings VI, LLC EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 [ ], 2018 Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) ), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement Agreement”) with Signal GeneticsHeat Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”) of shares of common stock, par value $0.01 0.0002 per share, of the Company (the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Heat Biologics, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSMARPAI, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY LLC By: Name: Title: MARPAI INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Additional Firm Pre- Funded Warrants to be Purchased Number of Option Shares to be Purchased if Over-the Over- Allotment Option is Fully Exercised Aegis Capital Corp Number of Option Pre-Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Additional Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Share: $[•] Public Offering Price per Pre-Funded Warrant: [•] Underwriting Discount per Share: $[•] Underwriting Discount per Pre-Funded Warrant: [•] Underwriting Non-accountable expense Allowance per Share: [•] Proceeds to Company per Share (before expenses): Underwriting Non$[•] Proceeds to Company per Pre-accountable expense allowance per ShareFunded Warrants: [•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free writing prospectus filed with the Commission on [None] •], 2023. SCHEDULE 2-C Written Testing-the-Waters Communications [None] . SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Officers, Directors and Affiliates: Name Position Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Chief Executive Officer, Secretary and Director Xxxxx Xxxxxxx Chief Financial Officer Xxxxx Xxxxxx Chief Operating Officer Xxxxx Xxxxx Chairman of the Board of Directors Xxxxxx Xxxxxxxxx Director Xxxxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Director Xxxxxx Xxxxxxx Director Xxxxxxx Xxxx Director Xxxxxxx XxXxxxxxx Director Other Stockholders: Xxxx Finger EXHIBIT A Form of Representative’s PRE-FUNDED COMMON STOCK PURCHASE WARRANT MARPAI, INC. Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal GeneticsShares: Issue Date: , Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock2023 THIS PRE-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. FUNDED COMMON STOCK PURCHASE WARRANT (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, or its assigns (the “Underwriting Agreement Holder”) with Signal Geneticsis entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Marpai, Inc., a Delaware corporation (the “Company”), providing for the public offering up to shares of Common Stock (as subject to adjustment hereunder, the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (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).

Appears in 1 contract

Samples: Underwriting Agreement (Marpai, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSEMULATE THERAPEUTICS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. EX XXXXXX, division of Benchmark Investments, LLC By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if Over-Allotment the Option is Fully Exercised Aegis Capital Corp EX Xxxxxx, division of Benchmark Investments, LLC [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information PRICING INFORMATION Number of Firm Shares: [●] Number of Additional Option Shares: [●] Public Offering Price per Firm Share: $[●] Public Offering Price per Option Share: $[●] Underwriting Discount per Firm Share: $[●] Underwriting Discount per Option Share: $[●] Proceeds to Company per Firm Share (before expenses): Underwriting Non-accountable expense allowance $[●] Proceeds to Company per Share: Option Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [ISSUER GENERAL USE FREE WRITING PROSPECTUSES None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] . SCHEDULE 3 List of LockLIST OF LOCK-Up Parties UP PARTIES Officers and Directors Cxxxx X. Xxxxxx Sxxxxx Xxxx Kxxx X. Xxxxxx Bxxxxxx X. XxXxx Sxxxxx (Mxxx) Bxxxxxx Axxxxx Xxxxxxx Rxxxxxx Xxxxxxxxx Jxxx Xxxxxx Cxxxxxx X. Xxxxxxxxxx Rxxxxx XxXxxxxx 5% Holders The Butters Family Revocable Trust Nxxxx Xxxxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx M. Bxxxxxx Xxxx Rxxxx X. Xxxxx Dxxxx X. and Txxxxx Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 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 (File Number [________]DEFINED BELOW) of Signal GeneticsTO ANYONE OTHER THAN (I) EX XXXXXX, Inc.DIVISION OF BENCHMARK INVESTMENTS, which is incorporated by reference.] Exhibit LLC OR AN UNDERWRITER OR A EXHIBIT B Form of Lock-Up Agreement SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx[DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 00xx Xxxxx Xxx XxxxEASTERN TIME, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. ([___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal GeneticsPurchase of [__] Shares of Common Stock of EMULATE THERAPEUTICS, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”)INC.

Appears in 1 contract

Samples: Underwriting Agreement (Emulate Therapeutics, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSELEISON PHARMACEUTICALS, INC. By: Name: Xxxxx Xxxxxx Title: CEO Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Priyanka Mahajan Title: Managing Director Eleison Pharmaceuticals, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp ThinkEquity, a division of Fordham Financial Management, Inc. . TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Additional Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).Parties

Appears in 1 contract

Samples: Underwriting Agreement (Eleison Pharmaceuticals Inc)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSMAIA Biotechnology, INC. Inc. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY LLC By: Name: Title: [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp ThinkEquity LLC [•] [•] TOTAL [•] [•] SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Additional Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx [•] EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 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 (File Number [________]DEFINED BELOW) of Signal GeneticsTO ANYONE OTHER THAN (I) THINKEQUITY LLC, Inc.OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, which is incorporated by reference.] Exhibit OR (II) A EXHIBIT B Form of Lock-Up Agreement BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx[DATE THAT IS [180 DAYS] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 00xx Xxxxx Xxx XxxxEASTERN TIME, Xxx Xxxx 00000 Ladies and Gentlemen[___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK MAIA BIOTECHNOLOGY, INC. Warrant Shares: The undersigned understands that Aegis Capital Corp. _______ Initial Exercise Date: ______, 2022 THIS WARRANT TO PURCHASE COMMON STOCK (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, _____________ or its assigns (the “Underwriting Agreement 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, in accordance with Signal GeneticsFINRA Rule 5110(f)(2)(G)(i), 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 MAIA Biotechnology, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of up to ______ shares of common stockCommon Stock, par value $0.01 0.0001 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).

Appears in 1 contract

Samples: Underwriting Agreement (MAIA Biotechnology, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] Skillful Craftsman Education Technology Limited – Underwriting Agreement If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, INC. Skillful Craftsman Education Technology Limited By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. The Benchmark Company, LLC By: Name: Title: On behalf of each of the Underwriters The Benchmark Company, LLC [●] [●] Total: [●] [●] SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp SCHEDULE 2-A 2 Pricing Information Number of Firm Shares: [●] Number of Additional Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: Proceeds to Company $[●] (7% per Share; 5% per Share (before expenses): Underwriting Non-accountable expense allowance per Share: for investors introduced to the Underwriters by the Company) SCHEDULE 2-B I Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx . 29 EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx•], 2020 The Benchmark Company 100 Xxxx 00xx Xx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. The Benchmark Company (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement Agreement”) with Signal GeneticsSkillful Craftsman Education Technology Limited, Inc., a Delaware corporation an exempted company incorporated under the laws of the Cayman Islands (the “Company”), providing for the public offering (the “Public Offering”) of a certain number of shares of the Company’s common stock, par value $0.01 0.0001 per share, of the Company share (the “Shares”). To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending 365 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares, any securities convertible into or exercisable or exchangeable for the Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) above or this clause (2) is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any written demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Appears in 1 contract

Samples: Underwriting Agreement (Skillful Craftsman Education Technology LTD)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSBIOCEPT, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Additional Firm Warrants to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp Corp. Feltl and Company, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [ ] Number of Additional Firm Warrants: [ ] Number of Option Shares: [ ] Number of Option Warrants: [ ] Public Offering Price per Shareshare: $[ ] Public Offering Price per Warrant: $[ ] Underwriting Discount per Shareshare: Proceeds to Company $[ ] Underwriting Discount per Share (before expenses): Underwriting Non-accountable expense allowance per ShareWarrant: $[ ] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] . SCHEDULE 2-C Written Testing-the-Waters Communications [None] . SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal GeneticsXxxx Mxxxxx X. Xxxxxxxx, Inc.Ph. D. Bxxxx X. Xxxxxxxx, which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 CPA Bxxxx X. Xxxxxxx XxxxxxMxxxxxx X. Xxxx Exxxxx Xxxx Ixxx Xxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).M.D.

Appears in 1 contract

Samples: Underwriting Agreement (Biocept Inc)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, FLEWBER GLOBAL INC. By: Name: Xxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY LLC By: Name: Title: Flewber Global Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp ThinkEquity LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Additional Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 Directors & Officers (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of 9-Month Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”Up), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (Flewber Global Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSCERES, INC. By: Name: Title: By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: Ceres, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp Corp. TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Additional Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Rxxxxxx Xxxxxxxx Pxxx Xxx Wxxxxxxxx van Assche Rxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Wxxxxx De Logi Txxxxx Xxxxx Dxxxx Cxxxxx X. Xxxxxx Exxxxx Xxxxxxx EXHIBIT A Form of Representative’s Warrant Agreement 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 CLOSING DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [Reference is made to Exhibit •], 2015 AND IS VOID AFTER 5:00 P.M., EASTERN TIME, [____] to •], 2019. COMMON STOCK PURCHASE WARRANT For the Registration Statement on Form S-1 (File Number Purchase of [________]) ] Shares of Signal GeneticsCommon Stock of Ceres, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (Ceres, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSActelis Networks, INC. Inc. By: Name: Xxxxx Xxxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. Boustead Securities, LLC By: Name: Xxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if Over-the Over- Allotment Option is Fully Exercised Aegis Capital Corp Boustead Securities, LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] Number of Additional Option Shares: [*] Public Offering Price per Firm Share: [*] Public Offering Price per Option Share: [*] Underwriting Discount per Firm Share: Proceeds to Company [*] Underwriting Discount per Share (before expenses): Underwriting Option Share: [*] Non-accountable expense allowance Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx 32 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING [Reference is made to Exhibit DATE], WHICH IS THE COMMENCEMENT OF SALES OF COMMON STOCK IN THE OFFERING: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE 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(E)(1), OR (B) CAUSE THIS PURCHASE 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 PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [____DATE] to (THE DATE OF ISSUANCE). VOID AFTER 5:00 P.M., EASTERN TIME, [DATE] (THE DATE THAT IS FIVE YEARS FROM COMMENCEMENT OF SALES OF COMMON STOCK IN THE OFFERING (AS DEFINED BELOW). COMMON STOCK PURCHASE WARRANT For the Registration Statement on Form S-1 (File Number Purchase of [________]) ●] Shares of Signal GeneticsCommon Stock of Actelis Networks, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (Actelis Networks Inc)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSEVOKE PHARMA, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: EVOKE PHARMA – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp Corp. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [—] Number of Additional Option Shares: [—] Public Offering Price per Share: $[—] Underwriting Discount per Share: $[—] Underwriting Non-accountable expense allowance per Share: $[—] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[—] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx Xxxxx X. XxXxx Sxxxxx Xxxxxx, X.Xx. Xxxxxxx X. Xxxxxxxxxx Rxxxxx X'Xxxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx X. Xxxxxx, M.D. Xxxx Rxxxx X. Xxxxx, M.D., Ph.D. Cam X. Xxxxxx Xxxxxxx X. Xxxx, Pharm.D. Xxxxx X. Xxxxx Dxxxx Xxx X. Xxxxxx Xxxxx X. Xxxx Xxxx X. Xxxxxxx Xxxxx X. Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx and Xxxx Xxxxxxxx Xxxx and Xxxxxx Xxxxxxxx LVP GP III, LLC Domain Associates, L.L.C. Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement 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) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [Reference is made to Exhibit DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [____DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of [ ] to the Registration Statement on Form S-1 (File Number Shares of Common Stock of [________COMPANY]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (Evoke Pharma Inc)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSHempacco Co., INC. Inc. By: Name: Xxxxxx Xxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. Boustead Securities, LLC By: Name: Xxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if Over-the Over- Allotment Option is Fully Exercised Aegis Capital Corp Boustead Securities, LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] Number of Additional Option Shares: [*] Public Offering Price per Firm Share: [*] Public Offering Price per Option Share: [*] Underwriting Discount per Firm Share: Proceeds to Company [*] Underwriting Discount per Share (before expenses): Underwriting Option Share: [*] Non-accountable expense allowance Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx 28 EXHIBIT A Form of Representative’s Warrant Agreement 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 [Reference is made to Exhibit ●], 20[____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the THE RepresentativeEFFECTIVE DATE”) proposes to enter into an Underwriting Agreement TO ANYONE OTHER THAN (the I) BOUSTEAD SECURITIES, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “CompanyOFFERING”), providing for OR (II) A BONA FIDE OFFICER OR PARTNER OF BOUSTEAD SECURITIES, LLC. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2022. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 202_. COMMON STOCK PURCHASE WARRANT For the public offering (the “Public Offering”) Purchase of shares [●] Shares of common stockCommon Stock of Hempacco Co., par value $0.01 per share, of the Company (the “Shares”).Inc.

Appears in 1 contract

Samples: Underwriting Agreement (Hempacco Co., Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSTrovagene, INC. Inc. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Xxxx Xxxx Title: Head of Investment Banking TROVAGENE, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Class A Units Number of Additional Class B Units Number of Option Shares to be Purchased if Over-Allotment Number of Option is Fully Exercised Aegis Capital Corp Warrants ThinkEquity, a division of Fordham Financial Management, Inc TOTAL SCHEDULE 2-A Pricing Information Number of Firm Class A Units: Number of Class B Units: Number of Option Shares: Number of Additional SharesOption Warrants: Public Offering Price per ShareClass A Unit: Underwriting Discount per ShareClass A Unit: Proceeds to Company Public Offering Price per Share (before expenses): Class B Unit: Underwriting Non-accountable expense allowance Discount per ShareClass B Unit: SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx Name Position Xxxxxx X. Xxxxx Dxxxx Chairman of the Board Xxxxxxx Xxxxx Chief Executive Officer and Director Xxxx Xxxxxxxxxx Director Xxxx Xxxxx Director Xxxxxxx Xxxxxxx Director Xxxxxx X. Xxxxxx Director Xxxxxx Xxxxxxxxxxxxx Director Xxxx Xxxxxxxx Chief Scientific Officer Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx ●], 2018 ThinkEquity A Division of Fordham Financial Management, Inc. 00 Xxxxx Xxxxxx, 00xx Xxxxx Xx. Xxx Xxxx, Xxx Xxxx XX 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. ThinkEquity, a division of Fordham Financial Management, Inc., (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement Agreement”) with Signal GeneticsTrovagene, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of Class A Units, consisting of shares of common stock, par value $0.01 0.0001 per share, of the Company share (the “Shares”), of the Company, and warrants to purchase shares of common stock of the Company. To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Appears in 1 contract

Samples: Underwriting Agreement (Trovagene, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] [Signature Page] Underwriting Agreement If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, SIGNAL GENETICSHeartBeam, INC. Inc. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. The Benchmark Company LLC By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares Securities to be Purchased Number of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp The Benchmark Company LLC [●] [●] Total: [●] SCHEDULE 2-A 2 Pricing Information Number of Firm Shares: [●] Number of Additional Firm Warrants: [●] Warrants Number of Option Shares: [●] Number of Option Warrants: [●] Warrants Public Offering Price per Shareone Firm Share and one Warrant: $[●] Underwriting Discount per one Firm Share and one Warrant: $[●] (7.0%) Price per Option Share: Proceeds to Company $[●] Underwriting Discount per Share Option Share: $[●] Price per Option Warrant: $0.01 Underwriting Discount per Option Warrant: $0.0093 (before expenses): Underwriting 7.0%) Non-accountable expense allowance per ShareShare and Warrant: SCHEDULE 2-B Issuer General Use Free Writing Prospectuses $[None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx (1.0%) EXHIBIT A Form of Representative’s Warrant Agreement COMMON STOCK PURCHASE WARRANT 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 [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 ●], 2021, WHICH IS THE COMMENCEMENT DATE OF SALES IN THE OFFERING (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the THE RepresentativeEFFECTIVE DATE”) proposes to enter into an Underwriting Agreement TO ANYONE OTHER THAN (the I) THE BENCHMARK COMPANY LLC, OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “CompanyOFFERING”), providing for OR (II) THE OFFICERS OR PARTNERS, REGISTERED PERSONS OR AFFILIATES OF BENCHMARK COMPANY LLC. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2022. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 2026. COMMON STOCK PURCHASE WARRANT For the public offering (the “Public Offering”) Purchase of shares [●] Shares of common stockCommon Stock of HeartBeam, par value $0.01 per share, of the Company (the “Shares”).Inc.

Appears in 1 contract

Samples: Underwriting Agreement (HeartBeam, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSGLOBEIMMUNE, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: [SIGNATURE PAGE] GLOBEIMMUNE, INC. - UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp Corp. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [—] Number of Additional Option Shares: [—] Public Offering Price per Share: $[—] Underwriting Discount per Share: Proceeds (for Firm Shares sold to existing Company stockholders): $[—] Underwriting Discount per Share (before expensesfor all other Shares): $[—] Underwriting Non-accountable expense allowance per Share: $[—] Proceeds to Company per Share (before expenses for Firm Shares sold to existing Company stockholders): $[—] Proceeds to Company per Share (before expenses for all other Shares): $[—] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement 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) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [Reference is made to Exhibit DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT RELATING TO THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [____DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT RELATING TO THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of [ ] to the Registration Statement on Form S-1 (File Number [________]) Shares of Signal GeneticsCommon Stock of GLOBEIMMUNE, Inc., which is incorporated by referenceINC.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (Globeimmune Inc)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSEVMO, INC. By: Name: Sxxxxxx X. Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY LLC By: Name: Title: EVmo, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if Over-the Over- Allotment Option is Fully Exercised Aegis Capital Corp ThinkEquity LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Additional Option Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free writing prospectus filed with the SEC on [None] _____], 2021 SCHEDULE 2-C Written Testing-the-Waters Communications [None] . S-2C SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies Directors and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, Officers of the Company (the “Shares”).Company

Appears in 1 contract

Samples: Underwriting Agreement (EVmo, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, INC. BOXLIGHT CORPORATION By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Head of Investment Banking [SIGNATURE PAGE] BOXLIGHT CORPORATION – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Additional Firm Warrants Total Number of Option Shares to be Purchased if Over-Allotment Total Number of Option is Fully Exercised Warrants Aegis Capital Corp Total Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Additional Firm Warrants: [●] Number of Option Shares: [●] Number of Option Warrants: [●] Purchase Price per Option Warrant: [●] Purchase Price per Option Share: [●] Public Offering Price per ShareFirm Security : $[●] Underwriting Discount per ShareFirm Security : Proceeds to Company per Share (before expenses): $[●] Underwriting Non-accountable expense allowance per ShareFirm Security : $[●] Proceeds to Company per Firm Security (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None] . Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Jxxxx Mxxx Xxxxxxx Dxxxxxx Hxxxx Xxxxx Sxxxx Xxxxxxx Mxxxxxx Xxxx Txxxxxx Xxx Rxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Rxxxxxx Crew VertCapital Corp. Axxx Xxx K Laser Corp. Sch. 3-1 SCHEDULE 4 Subsidiaries and Affiliates Genesis Collaboration, LLC Boxlight Holdings Limited Everest Display, Inc. Globisens Ltd. Gxxxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx International Ltd. Boxlight LatinoAmerica, S.A. de C.V. Boxlight LatinoAmerica Servicios, S.A. de C.V Everest Technology Ltd. Sch. 4-1 EXHIBIT A Form of Representative’s BOXLIGHT CORPORATION WARRANT TO PURCHASE CLASS A COMMON STOCK Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number No.: 2015-[________]) ] Number of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement Warrants: [_______] Date of Issuance: __] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx______, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. 2015 (the RepresentativeIssuance Date”) proposes to enter into an Underwriting Agreement Expiration Date: ________, 2018 (the Underwriting Agreement Expiration Date”) with Signal Genetics, Inc.Boxlight Corporation, a Delaware Nevada corporation (the “Company”), providing certifies that, for good and valuable consideration, the public offering receipt and sufficiency of which are acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Public OfferingHolder), 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 shares of common stockthis Warrant to Purchase Class A Common Stock (including any Warrants to Purchase Class A Common Stock issued in exchange, par value $0.01 per sharetransfer or replacement hereof, of the Company “Warrant”), at any time or times on or after the date hereof (the “Exercisability Date”), but not after 5:30 p.m., New York Time, on the Expiration Date, [__] fully paid and nonassessable shares of Class A Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16.

Appears in 1 contract

Samples: Underwriting Agreement (Boxlight Corp)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] Exhibit 1.1 [Signature Page] Underwriting Agreement If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, SIGNAL GENETICSArch therapeutics, INC. Inc. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. Xxxxxx Xxxxx Securities, Inc. By: Name: Title: Exhibit 1.1 SCHEDULE 1 Underwriter Total Number of Firm Shares Securities to be Purchased Number of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp Xxxxxx Xxxxx Securities, Inc. [●] [●] Total: [●] SCHEDULE 2-A 2 Pricing Information Number of Firm Shares: [●] Number of Additional Firm Warrants: [●] Warrants Number of Option Shares: [●] Number of Option Warrants: [●] Warrants Public Offering Price per Shareone Firm Share and one Warrant: $[●] Underwriting Discount per one Firm Share and one Warrant: $[●] (8.0%) Price per Option Share: Proceeds to Company $[●] Underwriting Discount per Share (before expenses): Underwriting Non-accountable expense allowance per Option Share: SCHEDULE 2-B Issuer General Use Free Writing Prospectuses $[None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx Price per Option Warrant: $0.01 Underwriting Discount per Option Warrant: $0.0092 (8.0%) EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).Agreement

Appears in 1 contract

Samples: Underwriting Agreement (Arch Therapeutics, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, INCPASITHEA THERAPEUTICS CORP. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. XX XXXXXX, division of Benchmark Investments, LLC By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Firm Warrants to be Purchased Number of Additional Option Shares and Accompanying Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp XX Xxxxxx, division of Benchmark Investments, LLC TOTAL 1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [ ] Number of Additional Firm Warrants: [ ] Number of Option Shares: [ ] Number of Option Warrants: [ ] Public Offering Price per ShareFirm Share and Firm Warrant: [ ] Public Offering Price per Option Share and Option Warrant: [ ] Underwriting Discount per ShareFirm Share and Firm Warrant: Proceeds to Company [ ] Underwriting Discount per Option Share (before expenses): and Option Warrant: [ ] Underwriting Non-accountable expense allowance per ShareFirm Share and Firm Warrant: [ ] Proceeds to Company per Firm Share and Firm Warrant (before expenses): [ ] Proceeds to Company per Option Share and Option Warrant (before expenses): [ ] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] FWP filed with the Commission on [ ]. SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx [ ] EXHIBIT A Form of Representative’s Warrant Agreement 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 DATE OF THE UNDERWRITING AGREEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC, OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ], 20211. VOID AFTER 5:00 P.M., EASTERN TIME, [Reference is made to Exhibit [____●]2, 2026. WARRANT TO PURCHASE COMMON STOCK PASITHEA THERAPEUTICS CORP. Warrant Shares: [ ] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.Issuance Date: [ ] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. THIS WARRANT TO PURCHASE COMMON STOCK (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, XX Xxxxxx, division of Benchmark Investments, LLC or its assigns (the “Underwriting Agreement 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 [ ], 20213 (the “Initial Exercise Date”) and, in accordance with Signal GeneticsFINRA Rule 5110(f)(2)(G)(i), Inc.prior to at 5:00 p.m. (New York time) on the date (such date, the “Termination Date”) that is five (5) years following the effective date of the offering, but not thereafter, to subscribe for and purchase from Pasithea Therapeutics Corp., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of up to [ ] shares of common stockCommon Stock, par value $0.01 0.0001 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).

Appears in 1 contract

Samples: Underwriting Agreement (Pasithea Therapeutics Corp.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, INC. Amedica Corporation By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. Xxxxxx Xxxxx Securities, Inc. By: Name: Title: On behalf of each of the Underwriters AMEDICA CORPORATION—UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares Units to be Purchased Number of Additional Option Shares to be Purchased if Over-the Over- Allotment Option is Fully Exercised Aegis Capital Corp Number of Option Warrants to be Purchased if the Over- Allotment Option is Fully Exercised Xxxxxx Xxxxx Securities, Inc. Total SCHEDULE 2-A Pricing Information Number of Units: [—] Number of Firm Shares included in the Units: [—] Number of Firm Warrants included in the Units: [—] Shares underlying Firm Warrants: [—] Number of Option Units: [—] Number of Option Shares: [—] Number of Additional SharesOption Warrants: [—] Shares underlying Option Warrants: [—] Public Offering Price per Share: Unit (including Option Units): $[—] Underwriting Discount per ShareUnit: Proceeds to Company per Share (before expenses): $[—] Underwriting Non-accountable expense allowance per ShareUnit: $[—] Proceeds to Company per Unit (before expenses): $[—] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] . SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).Parties

Appears in 1 contract

Samples: Underwriting Agreement (AMEDICA Corp)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, SIGNAL GENETICS, INC. GENELUX CORPORATION By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THE BENCHMARK COMPANY LLC By: Name: Title: UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number The Benchmark Company LLC [●] Brookline Capital Markets, a division of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp Arcadia Securities, LLC [●] Total: [●] SCHEDULE 2-A 2 Pricing Information Number of Firm Shares: [●] Number of Additional Sharesshares potentially issuable pursuant to the option to purchase additional shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: Proceeds to Company per Share $[●] (before expenses): Underwriting 7.0%) Non-accountable expense allowance per Share: SCHEDULE 2-B Issuer General Use Free Writing Prospectuses $[None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx (1.0%) EXHIBIT A Form of Representative’s Warrant Agreement 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 [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 ●], 2022, WHICH IS THE COMMENCEMENT DATE OF SALES IN THE OFFERING (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the THE RepresentativeEFFECTIVE DATE”) proposes to enter into an Underwriting Agreement TO ANYONE OTHER THAN (the I) THE BENCHMARK COMPANY LLC, OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “CompanyOFFERING”), providing for OR (II) THE OFFICERS OR PARTNERS, REGISTERED PERSONS OR AFFILIATES OF BENCHMARK COMPANY LLC. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 202[3]. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 2027. COMMON STOCK PURCHASE WARRANT For the public offering (the “Public Offering”) Purchase of shares [●] Shares of common stock, par value $0.01 per share, Common Stock of the Company (the “Shares”).Genelux Corporation

Appears in 1 contract

Samples: Underwriting Agreement (Genelux Corp)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, INCMAPI – PHARMA LTD. By: Name: Title: Confirmed as of the date first written above, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: Mapi – Pharma Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp Corp. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Additional Option Shares: [•] Number of Shares to Company Introduced Investors: [•] Number of Shares to China Investors: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Credit per Share for Company Introduced Investors and China Investors: $[•] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share$[•] Company Introduced Investors: [•] China Investors: [•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 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 (File Number [________]DEFINED BELOW) of Signal GeneticsTO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, Inc., which is incorporated by reference.] Exhibit OR (II) A EXHIBIT B Form of Lock-Up Agreement BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx[DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE]. VOID AFTER 5:00 P.M., 00xx Xxxxx Xxx XxxxEASTERN TIME, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. ([___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE]. ORDINARY SHARE PURCHASE WARRANT For the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) Purchase of shares [_____] Ordinary Shares of common stock, par value $0.01 per share, of the Company (the “Shares”).MAPI – PHARMA L.

Appears in 1 contract

Samples: Underwriting Agreement (Mapi - Pharma LTD)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSMUSCLE MAKER, INC. By: Name: Title: Mxxxxxx X. Xxxxx Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. ALEXANDER CAPITAL, L.P. By: Name: Title: Jxxxxxxx Xxxxxx Managing Director SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if Over-the Over- Allotment Option is Fully Exercised Aegis Capital Corp Alexander Capital, L.P. [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Additional Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] . SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx Directors & Officers: Stockholders: SCHEDULE 4 Subsidiaries and Affiliates EXHIBIT A Form of Representative’s Warrant Agreement 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 OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE WARRANT BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) ALEXANDER CAPITAL, L.P. OR AN UNDERWRITER 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 UNDERWRITER OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [Reference is made to Exhibit ●] [____DATE THAT IS ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [●] to [DATE THAT IS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Registration Statement on Form S-1 (File Number [________]) Purchase of Signal Genetics[ ] Shares of Common Stock of MUSCLE MAKER, Inc., which is incorporated by referenceINC.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (Muscle Maker, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSSidus Space, INC. Inc. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. Boustead Securities, LLC By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp Boustead Securities, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: Number of Additional Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Firm Share: Proceeds to Company per Share (before expenses): Underwriting $[●] Non-accountable expense allowance Accountable Expense Allowance per Firm Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx None EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A 33 EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).Agreement

Appears in 1 contract

Samples: Underwriting Agreement (Sidus Space Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, ENDRA Life Sciences INC. By: Name: Title: Xxxxxxxx Xxxxxxxx, Chief Executive Officer Confirmed as of the date first written above, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 heretoabove mentioned: AEGIS CAPITAL CORP. NEWBRIDGE SECURITIES CORPORATION By: Name: Xxxx X. Xxxxxxxx Title: Senior Managing Director, Head of Investment Banking and Capital Markets ENDRA Life Sciences Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp SCHEDULE 21-A Pricing Information Number of Firm Shares: [•] Number of Additional Firm Warrants: [•] Number of Option Shares: [•] Number of Option Warrants: [•] Public Offering Price per Sharetwo (2) shares and accompanying Warrant: $[•] Underwriting Discount per Sharetwo (2) shares and accompanying Warrant: $[•] Proceeds to Company per Share two (2) shares and accompanying Warrant (before expenses): Underwriting Non-accountable expense allowance per Share: $[•] SCHEDULE 21-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________.]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (ENDRA Life Sciences Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSAMMO, INC. By: Name: Title: Fxxx X. Xxxxxxxxx President and Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. ALEXANDER CAPITAL, L.P. By: Name: Title: Jxxxxxxx Xxxxxx Managing Director SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp Alexander Capital, L.P. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Additional Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] . SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx Directors & Officers: Stockholders: SCHEDULE 4 Subsidiaries and Affiliates EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx ●], 2020 Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 attached hereto c/x Xxxxxxxxx Xxxxxxx, X.X. 10 Xxxxx Xxxxxx, 00xx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. you, as representative (the “Representative”) proposes ), propose to enter into an Underwriting Agreement (the “Underwriting Agreement Agreement”) with Signal GeneticsAmmo, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 0.001 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (Ammo, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSPRESIDIO PROPERTY TRUST, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS KINGSWOOD CAPITAL CORP. MARKETS, division of Benchmark Investments, Inc. By: Name: Title: [Signature Page] Presidio Property Trust, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Kingswood Capital Corp Markets, division of Benchmark Investments, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Additional Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [NoneTo be updated.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).Parties

Appears in 1 contract

Samples: Underwriting Agreement (Presidio Property Trust, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] Exhibit 1.1 [Signature Page] Underwriting Agreement If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, SIGNAL GENETICSArch therapeutics, INC. Inc. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. Xxxxxx Xxxxx Securities, Inc. By: Name: Title: Exhibit 1.1 SCHEDULE 1 Underwriter Total Number of Firm Shares Securities to be Purchased Number of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp Xxxxxx Xxxxx Securities, Inc. [●] [●] Total: [●] SCHEDULE 2-A 2 Pricing Information Number of Firm Shares: [●] Number of Additional Firm Warrants: [●] Warrants Number of Option Shares: [●] Number of Option Warrants: [●] Warrants Public Offering Price per Shareone Firm Share and one Warrant: $[●] Underwriting Discount per one Firm Share and one Warrant: $[●] (8.0%) Price per Option Share: Proceeds to Company $[●] Underwriting Discount per Share (before expenses): Underwriting Non-accountable expense allowance per Option Share: SCHEDULE 2-B Issuer General Use Free Writing Prospectuses $[None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx Price per Option Warrant: $0.01 Underwriting Discount per Option Warrant: $0.0092 (8.0%) EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).Agreement

Appears in 1 contract

Samples: Underwriting Agreement (Arch Therapeutics, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] Fit Boxx Holdings Limited – Underwriting Agreement If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, INC. Fit Boxx Holdings Limited By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. WestPark Capital, Inc. By: Name: Title: On behalf of each of the Underwriters SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Additional Option Shares to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp WestPark Capital, Inc. [●] [●] Total: [●] [●] SCHEDULE 2-A 2 Pricing Information Number of Firm Shares: [●] Number of Additional Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: Proceeds to Company per Share $[●] (before expenses): Underwriting Non-accountable expense allowance 8% per Share: ) SCHEDULE 2-B I Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx . 28 EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A 29 EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).Agreement

Appears in 1 contract

Samples: Underwriting Agreement (Fit Boxx Holdings LTD)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSSENSUS HEALTHCARE, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORPNORTHLAND SECURITIES, INC. By: Name: Title: NEIDIGER, TUCKER, BRUNER, INC. By: Name: Title: Sensus Healthcare, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares Units to be Purchased Number of Additional Shares Option Units to be Purchased if Over-the Over- Allotment Option is Fully Exercised Aegis Capital Corp Northland Securities, Inc. Neidiger, Tucker, Bruner, Inc. TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Units: [•] Number of Firm Shares: [•] Number of Additional SharesFirm Warrants: [•] Number of Option Units: [•] Public Offering Price per ShareUnit: $[•] Underwriting Discount per ShareUnit: $[•] Proceeds to Company per Share Unit (before expenses): Underwriting Non-accountable expense allowance per Share: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [NoneADD] Sch. 2-B SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch. 2-C SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx Sch. 3-1 EXHIBIT A Representatives’ Warrant Agreement EX. A-1 EXHIBIT B Warrant Agreement EXHIBIT C Lock-Up Agreement EXHIBIT D Form of RepresentativePress Release Sensus Healthcare, Inc. [Date] Sensus Healthcare, Inc. (the “Company”) announced today that Northland Securities, Inc. and Neidiger, Tucker, Bruner, Inc. acting as underwriters in the Company’s Warrant Agreement [Reference is made to Exhibit recent public offering of _______ of the Company’s units (containing [___] shares of the Company’s common stock and [___] warrants to purchase shares of the Registration Statement on Form S-1 (File Number Company’s common stock), are [waiving] [releasing] a lock-up restriction with respect to ________]_ units, (containing [_____] shares of the Company’s common and warrants to purchase [____] shares of the Company’s common stock) held by [certain officers or directors] [an officer or director] of Signal Genetics, Inc., which is incorporated by reference.the Company. The [waiver] Exhibit A EXHIBIT B Form of Lock-Up Agreement [release] will take effect on _________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx20___, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into shares may be sold on or after such date. This press release is not an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, offer or sale of the Company (securities in the “Shares”)United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

Appears in 1 contract

Samples: Underwriting Agreement (Sensus Healthcare, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL CANCER GENETICS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: CANCER GENETICS, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp Corp. Feltl and Company, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Additional Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement Press Release CANCER GENETICS, INC. [Reference is made to Exhibit [____Date] to the Registration Statement on Form S-1 (File Number [________]) of Signal Cancer Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation Inc. (the “Company”)) announced today that Aegis Capital Corp., providing acting as representative for the underwriters in the Company’s recent public offering (the “Public Offering”) of shares of the Company’s common stock, par value $0.01 per share, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company (Company’s common stock held by [certain officers or directors] [an officer or director] of the “Shares”)Company. The [waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

Appears in 1 contract

Samples: Underwriting Agreement (Cancer Genetics, Inc)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, INCANGION BIOMEDICA CORP. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: Angion Biomedica Corp. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp Corp. TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Additional Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] [SCHEDULE 2-C C] Written Testing-the-Waters Communications [None.] Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).Parties

Appears in 1 contract

Samples: Underwriting Agreement (Angion Biomedica Corp.)

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Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSAZURRX BIOPHARMA, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. WALLACHBETH CAPITAL, LLC By: ____________________________ Name: Title: NETWORK 1 FINANCIAL SECURITIES, INC. By: ____________________________ Name: Title: AZURRX BIOPHARMA, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp WallachBeth Capital, LLC Network 1 Financial Securities, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Additional Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None] . SCHEDULE 3 List of Lock-Up Parties Bxxxxxx Johan M. (Thijs) Xxxxx Xxxxxx Xxxxxx Xxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxx Dxxxxxx Xxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx SCHEDULE 4 Subsidiaries and Affiliates AzurRx BioPharma SAS EXHIBIT A Form of Representative’s Representatives’ Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx ●], 2016 WallachBeth Capital, LLC Network 1 Financial Securities, Inc. As Representatives of the several Underwriters named on Schedule 1 attached hereto c/o WallachBeth Capital, LLC 000 Xxxx Xxxxxx, 00xx Xxxxx 0000 Xxx Xxxx, XX 00000 c/o Network 1 Financial Securities, Inc. 0 Xxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. you, as representatives (the “RepresentativeRepresentatives) proposes ), propose to enter into an Underwriting Agreement (the “Underwriting Agreement Agreement”) with Signal GeneticsAzurRx BioPharma, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 0.0001 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (AzurRx BioPharma, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSMAIA Biotechnology, INC. Inc. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY LLC By: Name: Title: [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp ThinkEquity LLC . [•] [•] TOTAL [•] [•] SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Additional Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx [•] EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 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 (File Number [________]DEFINED BELOW) of Signal GeneticsTO ANYONE OTHER THAN (I) THINKEQUITY LLC, Inc.OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, which is incorporated by reference.] Exhibit OR (II) A EXHIBIT B Form of Lock-Up Agreement BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx[DATE THAT IS [180 DAYS] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 00xx Xxxxx Xxx XxxxEASTERN TIME, Xxx Xxxx 00000 Ladies and Gentlemen[___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK MAIA BIOTECHNOLOGY, INC. Warrant Shares: The undersigned understands that Aegis Capital Corp. _______ Initial Exercise Date: ______, 2022 THIS WARRANT TO PURCHASE COMMON STOCK (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, _____________ or its assigns (the “Underwriting Agreement 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, in accordance with Signal GeneticsFINRA Rule 5110(f)(2)(G)(i), 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 MAIA Biotechnology, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of up to ______ shares of common stockCommon Stock, par value $0.01 0.0001 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).

Appears in 1 contract

Samples: Underwriting Agreement (MAIA Biotechnology, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSNEPHROGENEX, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: NephroGenex, Inc.– Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp Corp. TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Additional Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Proceeds to Company per Share (before expenses): $[•] Underwriting Non-accountable expense allowance per Share: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 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 (File Number [________]DEFINED BELOW) of Signal GeneticsTO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, Inc., which is incorporated by reference.] Exhibit OR (II) A EXHIBIT B Form of Lock-Up Agreement BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx[DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 00xx Xxxxx Xxx XxxxEASTERN TIME, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. ([___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal GeneticsPurchase of [_____] Shares of Common Stock of NEPHROGENEX, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”)INC.

Appears in 1 contract

Samples: Underwriting Agreement (NephroGenex, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSEYEGATE PHARMACEUTICALS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: Eyegate Pharmaceuticals, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp Corp. Chardan Capital Markets, LLC TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Additional Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable Expense Allowance per Share: $[•] Proceeds to Company per Share (before expenses, excluding Company’s Insiders’ participation): Underwriting Non-accountable expense allowance per Share: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] Free Writing Prospectus dated September 12, 2014 (Corporate Presentation); Free Writing Prospectus dated September 29, 2014 (Corporate Presentation); Free Writing Prospectus dated October 24, 2014 (Corporate Presentation); and Free Writing Prospectus dated January 1, 2015 (Corporate Presentation). SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Bxxxxxx Stxxxxx Xrom Mixxxxx Xxxxx Paxx Xxxxxx Moxxxx Xxxxxxxx Prxxxxx Xxxx Thxxxx Xxxxxxx Thxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Bexxxxx Xxxxxxx-Xamine Moxxxx Xxxxxx Ventech SA Innoven Partenaires S.A. Natixis Private Equity EXHIBIT A Form of Representative’s Underwriters’ Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 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 (File Number [________]DEFINED BELOW) of Signal GeneticsTO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP., Inc.CHARDAN CAPITAL MARKETS, which is incorporated by referenceLLC OR AN UNDERWRITER OR A SELECTED DEALER PARTICIPATING IN THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.] Exhibit A EXHIBIT B Form of Lock-Up Agreement , CHARDAN CAPITAL MARKETS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx[DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 00xx Xxxxx Xxx XxxxEASTERN TIME, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. ([___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal GeneticsPurchase of [_____] Shares of Common Stock of EYEGATE PHARMACEUTICALS, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”)INC.

Appears in 1 contract

Samples: Underwriting Agreement (Eyegate Pharmaceuticals Inc)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSChina Xiangtai Food Co., INC. Ltd. By: Name: Zeshu Dai Title: Chief Executive Officer Confirmed and accepted as of the date first written aboveabove written: Boustead Securities, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. LLC By: Name: Xxxxx Xxxxx Title: Chief Executive Officer CHINA XIANGTAI FOOD CO., LTD. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Placement Shares to be Purchased Number of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp Placed Boustead Securities, LLC __________________________________ TOTAL SCHEDULE 2-A Pricing Information Disclosure Package Number of Firm SharesPlacement Shares for Minimum Offering: 1,000,000 Number of Additional SharesPlacement Shares for Maximum Offering: 3,000,000(3,450,000 upon exercise of over-subscription options) Public Offering Price per Share: $5.00 Underwriting Discount per Share: $0.25 - $0.325 Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $4.75 - $4.675 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None[ ] SCHEDULE 2-C Written Testing-the-Waters Communications [None[ ] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT Exhibit A Form of RepresentativeUnderwriter’s Warrant Agreement [Reference is made to As attached. Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”)As attached.

Appears in 1 contract

Samples: Underwriting Agreement (China Xiangtai Food Co., Ltd.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, LANTERN PHARMA INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: Lantern Pharma Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Additional Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx Name Position Panna Sharma Chief Executive Officer, President and Director Xxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx Chief Financial Officer and Secretary Xxxxxx X. Xxxxxx Chief Scientific Officer Xxxxxx X. Xxxxx, Xx. Director Xxxxxx Xxxx Xxxxxx Chairman of the Board Xxxxx X. Xxxxxxxxxxx Director Xxxxx Xxxxxxx Director Xxxxxxxx Xxxxxxxxxxx Director Biological Mimetics, Inc. - stockholder GPGV Entities -stockholder Bios Equity Entities (Bios Fund I, LP; Bios Fund I QP, LP; Bios Fund II QP, LP; Bios Fund II, LP; Bios Fund II NT, LP; BP Directors, LP) -stockholders Xxxxxxxxx Xxxxxxxxxx -stockholder [all other shareholders to be added] EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit EXHIBIT A EXHIBIT B Form of Lock-Up Representative’s Warrant Agreement 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) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx[DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 00xx Xxxxx Xxx XxxxEASTERN TIME, Xxx Xxxx 00000 Ladies and Gentlemen[___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK LANTERN PHARMA INC. Warrant Shares: The undersigned understands that Aegis Capital Corp. _______ Initial Exercise Date: ______, 2016 THIS WARRANT TO PURCHASE COMMON STOCK (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, _____________ or its assigns (the “Underwriting Agreement 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 ____, 20[●] which is six months from the Effective Date (the “Initial Exercise Date”) and, in accordance with Signal GeneticsFINRA Rule 5110(f)(2)(G)(i), Inc.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 LANTERN PHARMA INC., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of up to ______ shares of common stockCommon Stock, par value [$0.01 0.0001] 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).

Appears in 1 contract

Samples: Underwriting Agreement (Lantern Pharma Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSVITRO BIOPHARMA, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY LLC By: Name: Title: Vitro Biopharma, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp ThinkEquity LLC. TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Additional Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Sch. 2-3 SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____circulated separately] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx ●], 2023 ThinkEquity LLC 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx41st Floor New York, Xxx Xxxx 00000 New York 10004 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. ThinkEquity LLC (the “Representative”) ), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement Agreement”) with Signal GeneticsVitro Biopharma, Inc., a Delaware Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 0.001 per share, of the Company (the “Common Shares”). To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending twelve (12) months after the date of the Underwriting Agreement relating to the Public Offering in the case of the Company’s directors and officers and six (6) months after the date of the Underwriting Agreement in the case of any other holder of outstanding securities (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of the undersigned or a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made; (f) the receipt by the undersigned from the Company of Common Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer of Common Shares or any securities convertible into Common Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made within [90] days after the date of the Underwriting Agreement, and after such [90]th day, if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Pricing Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (j) the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Shares involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes of clause (j) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Vitro Biopharma, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSSIDUS SPACE, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY LLC By: Name: Title: SIDUS SPACE, INC. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp ThinkEquity LLC . TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Additional Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] FWP filed January 13, 2023 SCHEDULE 2-C Written Testing-the-Waters Communications [None] . Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________[ ]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (Sidus Space Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, LQR HOUSE INC. By: Name: Xxxx Xxxxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. XX XXXXXX, division of Benchmark Investments, LLC By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number XX Xxxxxx, division of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp Benchmark Investments, LLC TOTAL SCHEDULE 22 Reserved. 33 SCHEDULE 3-A Pricing Information Number of Firm Shares: Number of Additional Shares: [●] Public Offering Price per Firm Share: $[●] Underwriting Discount per Firm Share: $[●] Proceeds to Company per Firm Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[●] SCHEDULE 23-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx 35 EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 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 (File Number [________]DEFINED BELOW) of Signal GeneticsTO ANYONE OTHER THAN (I) XX XXXXXX, Inc.DIVISION OF BENCHMARK INVESTMENTS, which is incorporated by reference.] Exhibit LLC OR AN UNDERWRITER OR A EXHIBIT B Form of Lock-Up Agreement SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx[DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 00xx Xxxxx Xxx XxxxEASTERN TIME, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. ([___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) Purchase of shares [____] Shares of common stock, par value $0.01 per share, Common Stock of the Company (the “Shares”)LQR HOUSE INC.

Appears in 1 contract

Samples: Underwriting Agreement (LQR House Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, SIGNAL GENETICS, INC. Pareteum Corp. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. Dxxxxx Xxxxx Securities, Inc. By: Name: Rxxxxx X. Xxxxxx, Xx. Title: Chief Executive Officer On behalf of each of the Underwriters Pareteum Corp. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp Total Number of Warrants to be Purchased Number of Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Dxxxxx Xxxxx Securities, Inc. [●] [●] [●] [●] Total [●] [●] [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: Number of Additional Shares: Public Offering Price per Share: Underwriting Discount per Share: Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx . EXHIBIT A Form of RepresentativeUnderwriter’s Warrant Agreement 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) DXXXXX XXXXX SECURITIES, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF DXXXXX XXXXX SECURITIES, INC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [Reference is made to Exhibit ●], 2018. VOID AFTER 5:00 P.M., EASTERN TIME, [____●], 2022. COMMON STOCK PURCHASE WARRANT For the Purchase of [●] to the Registration Statement on Form S-1 (File Number [________]) Shares of Signal Genetics, Inc., which is incorporated by referenceCommon Stock of PARETEUM CORP.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (PARETEUM Corp)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSHILLSTREAM BIOPHARMA, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY LLC By: Name: Title: HILLSTREAM BIOPHARMA, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp ThinkEquity LLC . TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Additional Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx [●] EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A Ex. A-1 EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx ●], 2021 ThinkEquity, LLC 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below. Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. ThinkEquity, LLC (the “Representative”) ), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement Agreement”) with Signal GeneticsHillstream BioPharma, Inc., a corporation organized under the laws of Delaware corporation (collectively with its subsidiaries and affiliates the “Company”), providing for the initial public offering (the “Public Offering”) of shares of common stock, $0.0001 par value $0.01 per share, of the Company (the “Common Stock”). To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending on the date which is [180/365] days after the date of the Underwriting Agreement relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of the undersigned or a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made; (f) the receipt by the undersigned from the Company of Common Stock upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Stock issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer of Common Stock or any securities convertible into Common Stock to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made within [180/365] days after the date of the Underwriting Agreement, and after such [180th/365th] day, if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Stock during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Pricing Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Stock during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided that (1) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (2) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the conversion of the outstanding preferred stock of the Company into Common Stock, provided that such Common Stock remain subject to the terms of this agreement; (j) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (k) the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Stock involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes of clause (k) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement. The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date hereof to and including the 34th day following the expiration of the Lock-Up Period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period has expired. If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Securities that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by March 31, 2022, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (Name - Please Print) (Signature) (Name of Signatory, in the case of entities - Please Print) (Title of Signatory, in the case of entities - Please Print) Address: EXHIBIT C Form of Press Release HILLSTREAM BIOPHARMA, INC. [Date] Hillstream BioPharma, Inc. (the “Company”) announced today that ThinkEquity LLC, acting as representative for the underwriters in the Company’s recent public offering of _______ shares of the Company’s common stock, is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

Appears in 1 contract

Samples: Underwriting Agreement (Hillstream BioPharma Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, BIOVIE INC. By: ___________________________________ Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY A Division of Fordham Financial Management, Inc. By: ___________________________________ Name: Title: KINGSWOOD CAPITAL MARKETS Division of Benchmark Investments, Inc. By: ___________________________________ Name: Title: BIOVIE INC. - UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis ThinkEquity, a division of Fordham Financial Management, Inc. . Kingswood Capital Corp Markets, Division of Benchmark Investments, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Additional Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] . SCHEDULE 2-C Written Testing-the-Waters Communications [None] . SCHEDULE 3 List of Lock-Up Parties Bxxxxxx Txxxxx Xxxxxx Acuitas Group Holdings, LLC Jxxxxxxx Xxxxx Jxxxxx Xxxxx Xxx Pxxxxxxx Xxxxxxx Jxx Xxxx Cxxxx Do Mxxxxxx Xxxxxxx Rxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Xxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx Sxxxxxx Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement 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) [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC.][KINGSWOOD CAPITAL MARKETS, DIVISION OF BENCHMARK INVESTMENTS, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (File Number [________]II) of Signal GeneticsA BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, Inc.A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, which is incorporated by referenceINC.] Exhibit A EXHIBIT B Form of Lock-Up Agreement , OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx[DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 00xx Xxxxx Xxx XxxxEASTERN TIME, Xxx Xxxx 00000 Ladies and Gentlemen[___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK BIOVIE INC. Warrant Shares: The undersigned understands that Aegis Capital Corp. _______ Initial Exercise Date: ______, 2016 THIS WARRANT TO PURCHASE COMMON STOCK (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, _____________ or its assigns (the “Underwriting Agreement 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 ____, 2016 (the “Initial Exercise Date”) and, in accordance with Signal GeneticsFINRA Rule 5110(f)(2)(G)(i), 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 BioVie, Inc., a Delaware Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) of up to ______ shares of common stockClass A Common Stock, par value $0.01 0.0001 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).

Appears in 1 contract

Samples: Underwriting Agreement (Biovie Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, BIOVIE INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp ThinkEquity, a division of Fordham Financial Management, Inc.. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Additional Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Txxxxx Xxxxxx (as Chairman and Chief Executive Officer) Txxxxx Xxxxxx (as owner of at least 5% of the Company’s outstanding shares of Common Stock) Jxxxxxxx Xxxxx Jxxxxx Xxxxx Xxx Pxxxxxx Xxxxxxxx Pxxxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Jxx Xxxx Rxxxx X. Cxxxx Do Hxxx Xxxxx Dxxxx Mxxxxxx Xxxxxxx Rxxxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 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 (File Number [________]DEFINED BELOW) of Signal GeneticsTO ANYONE OTHER THAN (I) THINKEQUITY, Inc.A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, which is incorporated by referenceINC.] Exhibit , OR AN UNDERWRITER OR A EXHIBIT B Form of Lock-Up Agreement SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx[DATE THAT IS [ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 00xx Xxxxx Xxx XxxxEASTERN TIME, Xxx Xxxx 00000 Ladies and Gentlemen[___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE CLASS A COMMON STOCK BioVie Inc. Warrant Shares: The undersigned understands that Aegis Capital Corp. _______ Initial Exercise Date: ______, 20__ THIS WARRANT TO PURCHASE COMMON STOCK (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, _____________ or its assigns (the “Underwriting Agreement 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 ____, 20__ (the “Initial Exercise Date”) and, in accordance with Signal GeneticsFINRA Rule 5110(f)(2)(G)(i), 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 BioVie Inc., a Delaware Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) of up to ______ shares of Class A common stock, par value $0.01 0.0001 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).

Appears in 1 contract

Samples: Underwriting Agreement (Biovie Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, INC. NEW AGE BEVERAGES CORPORATION By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: [COMPANY] - UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp Corp. Maxim Group LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Additional Option Shares: [●] Public Offering Price per ShareSecurity: $[●] Underwriting Discount per ShareSecurity: Proceeds to Company per Share (before expenses): $[●] Underwriting Non-accountable expense allowance per ShareSecurity: $[●] Proceeds to Company per Security (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] . SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 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 (File Number [________]DEFINED BELOW) of Signal GeneticsTO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, Inc., which is incorporated by reference.] Exhibit OR (II) A EXHIBIT B Form of Lock-Up Agreement BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx[DATE THAT IS ONE YEAR FROM THE DATE OF THE UNDERWRITING AGREEMENT]. VOID AFTER 5:00 P.M., 00xx Xxxxx Xxx XxxxEASTERN TIME, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. ([___________________] [DATE THAT IS FIVE YEARS FROM THE DATE OF THE UNDERWRITING AGREEMENT]. COMMON STOCK PURCHASE WARRANT For the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) Purchase of shares [_____] Shares of common stock, par value $0.01 per share, Common Stock of the Company (the “Shares”).NEW AGE BEVERAGES CORPORATION

Appears in 1 contract

Samples: Underwriting Agreement (New Age Beverages Corp)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] 44 If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, INCADAMAS ONE CORP. By: Name: Jxxx Xxxxxx Title: Chief Executive Officer Confirmed as of the date first written above, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. ALEXANDER CAPITAL, L.P. By: Name: Jxxxxxxx Xxxxxx Title: Head of Investment Banking ADAMAS ONE CORP.. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp Alexander Capital, L.P. - TOTAL SCHEDULE 23-A Pricing Information Number of Firm Shares: [●] Number of Additional Option Shares: [●] Public Offering Price per Firm Share: $[●] Public Offering Price per Option Share: $[●] Underwriting Discount per Firm Share: $[●] Underwriting Discount per Option Share: $[●] Proceeds to Company per Firm Share (before expenses): Underwriting Non-accountable expense allowance $[●] Proceeds to Company per Share: Option Share (before expenses): $[●] SCHEDULE 23-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus filed with the SEC on [None●], 202[●] and linked to here: [●] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 4 List of Lock-Up Parties Bxxxxxx X. XxXxx Name Adamas One Corp. Jxxx “Jxx” G. Xxxxxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx Xxxxxx Gxxxxx X. XxXxxxx Txxxxxx X. Xxxxxx Gxxxxx X. Xxxxx Dxxxx Axxx X. Xxxxxx Pxxx X. Xxxxxxxxxx Diamond Technologies, LLC Pubco, LLC PrivateCo, LLC EXHIBIT A Form of Representative’s Warrant Agreement 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 COMMENCEMENT OF SALES OF THE OFFERING TO ANYONE OTHER THAN (I) AXXXXXXXX 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. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [Reference is made to Exhibit ●], 202[____●]. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 202[●].2 UNDERWRITER’S WARRANT FOR THE PURCHASE OF [●] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by referenceSHARES OF COMMON STOCK OF ADAMAS ONE CORP.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (Adamas One Corp.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, INC. PetroShare Corp. By: Name: Title: Confirmed as of the date first written above, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 heretoabove mentioned: AEGIS CAPITAL CORP. Noble Financial Capital Markets By: Name: Title: PetroShare Corp. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp SCHEDULE 21-A Pricing Information Number of Firm Shares: Number of Additional Shares: [●] Public Offering Price per Share: $1.00 Underwriting Discount per Share: $0.10 Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $0.90 SCHEDULE 21-B Issuer General Use Free Writing Prospectuses [None] . SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 2 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of LockLOCK-Up Agreement [_________] Aegis UP LETTER AGREEMENT Noble Financial Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Markets 000 Xxxxxx Xxxx, Xxx Xxxxx 000 Xxxx Xxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. you (the “Representative”"Underwriter") proposes propose to enter into an Underwriting Agreement (the "Underwriting Agreement ”Agreement") with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering purchase by the Underwriter of shares (the “Public Offering”"Shares") of shares of the Company's common stock, par value $0.01 0.001 per share, of the Company share (the “Shares”"Common Stock"), and that the Underwriter proposes to reoffer the Shares to the public (the "Offering").

Appears in 1 contract

Samples: Underwriting Agreement (PetroShare Corp.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSFUNCTION(X), INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: [COMPANY] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp Corp. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Additional Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 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 (File Number [________]DEFINED BELOW) of Signal GeneticsTO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, Inc., which is incorporated by reference.] Exhibit OR (II) A EXHIBIT B Form of Lock-Up Agreement BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx[DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 00xx Xxxxx Xxx XxxxEASTERN TIME, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. ([___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”Purchase of [_____] Shares of Common Stock of FUNCTION(X), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”)INC.

Appears in 1 contract

Samples: Underwriting Agreement (Function(x) Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSAMERICAN REBEL HOLDINGS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. EX XXXXXX, division of Benchmark Investments, LLC By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp SCHEDULE 2-A Pricing Information Number of Firm Shares: Number of Additional Shares: Public Offering Price per Share: Underwriting Discount per Share: Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: PRICING INFORMATION SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] ISSUER GENERAL USE FREE WRITING PROSPECTUSES SCHEDULE 3 List of LockLIST OF LOCK-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx UP PARTIES SCHEDULE 2.11 REGISTRATION RIGHTS OF THIRD PARTIES A-2 SCHEDULE 2.14 DEFAULTS A-3 SCHEDULE 2.27 RELATED PARTY TRANSACTIONS A-4 SCHEDULE 2.39 TITLE TO PROPERTY A-5 SCHEDULE 2.40 CONTRACTS AFFECTING CAPITAL A-6 SCHEDULE 2.47 DIVIDENDS AND DISTRIBUTIONS EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 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 (File Number [________]DEFINED BELOW) of Signal GeneticsTO ANYONE OTHER THAN (I) EX XXXXXX, Inc.DIVISION OF BENCHMARK INVESTMENTS, which is incorporated by reference.] Exhibit LLC OR AN UNDERWRITER OR A EXHIBIT B Form of Lock-Up Agreement SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx[DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 00xx Xxxxx Xxx XxxxEASTERN TIME, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. ([___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal GeneticsPurchase of [__] Shares of Common Stock of AMERICAN REBEL HOLDINGS, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”)INC.

Appears in 1 contract

Samples: Underwriting Agreement (American Rebel Holdings Inc)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSADVAXIS, INC. By: Name: Title: Confirmed as of the date first written above, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Number of Firm Warrants to be Purchased Number of Additional Warrants to be Purchased if Over- Allotment Option is Fully Exercised Aegis Capital Corp TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Firm Warrants: [•] Number of Additional Shares: [•] Number of Additional Warrants: [•] Warrant exercise price: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[•] Public Offering Price per Warrant: $[•] Underwriting Discount per Warrant: $[•] Underwriting Non-accountable expense allowance per ShareWarrant: $[•] Proceeds to Company per Warrant (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] None SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit 4. [____] to the Registration Statement on Form S-1 (File Number [________]333-188637) of Signal GeneticsAdvaxis, Inc., which is incorporated by reference.] Exhibit A A-1 EXHIBIT B Form of Lock-Up Agreement Exhibit B-1 EXHIBIT C Form of Press Release Advaxis, Inc. [Date] Advaxis, Inc. (the “Company”) announced today that Aegis Capital Corp., acting as representative for the underwriters in the Company’s recent public offering of the Company’s common stock and warrants to purchase shares of the Company’s common stock, is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx20___, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into shares may be sold on or after such date. This press release is not an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, offer or sale of the Company (securities in the “Shares”)United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

Appears in 1 contract

Samples: Underwriting Agreement (Advaxis, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSRENNOVA HEALTH, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Warrants to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp Corp. [•] [•] [•] [•] TOTAL [•] [•] [•] [•] SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Additional Firm Warrants: [•] Number of Option Shares: Public [•] Number of Option Warrants: [•] Offering Price per Share: $[•] Offering Price per Warrant: $[•] Underwriting Discount per Share: $0.45 Underwriting Discount per Warrant: [•] Proceeds to Company per Share (before expenses): $[•] Proceeds to Company per Warrant (before expenses): $[•] Underwriting Non-accountable expense allowance per Share: $[•] Underwriting Non-accountable expense allowance per Warrant: $ [•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None_] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx Xxx X. XxXxx Sxxxxx Xxxx Xxxxxx Xxxxx Dr. Xxxx Xxxxxxxx Xxxxxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxx Xxxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx Xxxxxx Xxx Xxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).Aella Ltd. Epizon Ltd.

Appears in 1 contract

Samples: Underwriting Agreement (Rennova Health, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, INCPASITHEA THERAPEUTICS CORP. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. XX XXXXXX, division of Benchmark Investments, LLC By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares Units to be Purchased Number of Additional Option Shares and Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp XX Xxxxxx, division of Benchmark Investments, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Units: [ ] Number of Option Shares: [ ] Number of Additional SharesOption Warrants: [ ] Public Offering Price per ShareFirm Unit: [ ] Public Offering Price per Option Share and Option Warrant: [ ] Underwriting Discount per ShareFirm Unit: [ ] Underwriting Discount per Option Share and Option Warrant: [ ] Underwriting Non-accountable Expense Allowance per Firm Unit: [ ] Proceeds to Company per Share Firm Unit (before expenses): Underwriting Non-accountable expense allowance [ ] Proceeds to Company per Share: Option Share and Option Warrant (before expenses): [ ] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] FWP filed with the Commission on [ ]. SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx [ ] EXHIBIT A Form of Representative’s Warrant Agreement 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 DATE OF THE UNDERWRITING AGREEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC, OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ], 20211. VOID AFTER 5:00 P.M., EASTERN TIME, [Reference is made to Exhibit [____●]2, 2026. WARRANT TO PURCHASE COMMON STOCK PASITHEA THERAPEUTICS CORP. Warrant Shares: [ ] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.Issuance Date: [ ] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. THIS WARRANT TO PURCHASE COMMON STOCK (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, XX Xxxxxx, division of Benchmark Investments, LLC or its assigns (the “Underwriting Agreement 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 [ ], 20213 (the “Initial Exercise Date”) and, in accordance with Signal GeneticsFINRA Rule 5110(f)(2)(G)(i), Inc.prior to at 5:00 p.m. (New York time) on the date (such date, the “Termination Date”) that is five (5) years following the effective date of the offering, but not thereafter, to subscribe for and purchase from Pasithea Therapeutics Corp., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of up to [ ] shares of common stockCommon Stock, par value $0.01 0.0001 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).

Appears in 1 contract

Samples: Underwriting Agreement (Pasithea Therapeutics Corp.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSHIGH ROLLER TECHNOLOGIES, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY LLC By: Name: Title: [HIGH ROLLER TECHNOLOGIES– Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp ThinkEquity LLC . TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: Number of Additional Option Shares: Public Offering Price per Share: $ Underwriting Discount per Share: $ Underwriting Non-accountable expense allowance per Share: $ Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxxx Xxxxx Xxxxx XX Xxx Xxxxxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx Xxxxxxx Xxxx Xxxx Cascadia Holdings Limited OEH Invest AB Happy Hour Entertainment Holdings Ltd. Spike Up Media A.B. EBA Holdings LLC LABA Equity LLC JDF Investment Company LLC EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 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 (File Number [________]DEFINED BELOW) of Signal GeneticsTO ANYONE OTHER THAN (I) THINKEQUITY LLC, Inc.OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, which is incorporated by reference.] Exhibit OR (II) A EXHIBIT B Form of Lock-Up Agreement BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC, OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx[DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 00xx Xxxxx Xxx XxxxEASTERN TIME, Xxx Xxxx 00000 Ladies and Gentlemen[___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK HIGH ROLLER TECHNOLOGIES, INC. Warrant Shares: The undersigned understands that Aegis Capital Corp. _______ Initial Exercise Date: ______, 2024 THIS WARRANT TO PURCHASE COMMON STOCK (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, _____________ or its assigns (the “Underwriting Agreement 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 ____, 2023 (the “Initial Exercise Date”) and, in accordance with Signal GeneticsFINRA 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 High Roller Technologies, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of up to ______ shares of common stockCommon Stock, par value $0.01 0.0001 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).

Appears in 1 contract

Samples: Underwriting Agreement (High Roller Technologies, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSJAGUAR ANIMAL HEALTH, INC. By: Name: Title: Confirmed as of the date first written above, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp Corp. [ ] [ ] Total: [ ] [ ] SCHEDULE 2-A Pricing Information Number of Firm Shares: Number of Additional Shares: Public Offering Price per Share: $ Underwriting Discount per Share: $ Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Issuer Free Writing Prospectuses Free writing prospectus filed with the SEC on January 1, 2016 SCHEDULE 2-D Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx Xxxx X. XxXxx Sxxxxx Xxxxx Xxxxxx X. Xxxx Xxxxx X. Xxxxxx Xxxxx X. Xxxxxxxxxx Rxxxxx Jiahao Qui Xxx Xxxx Xxxxxxx Dxxxxxx X. Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx Xxxxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).Agreement

Appears in 1 contract

Samples: Form of Underwriting Agreement (Jaguar Animal Health, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, LONGEVERON INC. By: Name: Xxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS KINGSWOOD CAPITAL CORP. MARKETS, division of Benchmark Investments, Inc. By: Name: Title: Longeveron Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number Kingswood Capital Markets, division of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp Benchmark Investments, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Additional Option Shares: [●] Public Offering Price per Firm Shares: $[●] Public Offering Price per Option Share: $[●] Underwriting Discount per Firm Shares: $[●] Underwriting Discount per Option Share: $[●] Proceeds to Company per Firm Shares (before expenses): $[●] Proceeds to Company per Option Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).Parties

Appears in 1 contract

Samples: Underwriting Agreement (Longeveron LLC)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, INC. BOXLIGHT CORPORATION By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Head of Investment Banking [SIGNATURE PAGE] BOXLIGHT CORPORATION – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp Corp. TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Additional Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None] . Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Jxxxx Mxxx Xxxxxxx Dxxxxxx Hxxxx Xxxxx Sxxxx Xxxxxxx Mxxxxxx Xxxx Txxxxxx Xxx Rxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Rxxxxxx Crew VertCapital Corp. Axxx Xxx K Laser Corp. Sch. 3-1 SCHEDULE 4 Subsidiaries and Affiliates Genesis Collaboration, LLC Boxlight Holdings Limited Everest Display, Inc. Globisens Ltd. Gxxxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx International Ltd. Boxlight LatinoAmerica, S.A. de C.V. Boxlight LatinoAmerica Servicios, S.A. de C.V Everest Technology Ltd. Sch. 4-1 EXHIBIT A Form of Representative’s Warrant Agreement 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 OR CAUSE THIS PURCHASE WARRANT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [Reference is made to Exhibit DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [____DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of [ ] to the Registration Statement on Form S-1 (File Number [________]) Shares of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form Common Stock of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).BOXLIGHT CORPORATION

Appears in 1 contract

Samples: Underwriting Agreement (Boxlight Corp)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSMANHATTAN BRIDGE CAPITAL, INC. By: Name: Title: Confirmed as of the date first written above, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp [l] [l] SCHEDULE 2-A Pricing Information Number of Firm Shares: Number of Additional Shares: Public Offering Price per Share: Underwriting Discount per Share: Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: Proceeds to Company per Share (before other expenses): SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] l], 2014 SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx · Assaf Ran · Vxxxxxx Xxx · Mxxxxxx Xxxxxxx Dxxxxxx · Exxx Xxxxxxxxx · Mxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx · Lxxxx Xxxxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] 4.2 to the Registration Statement on Form S-1 S-11 (File Number [________]333-196167) of Signal GeneticsManhattan Bridge Capital, Inc., which is incorporated by reference.] . Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal GeneticsManhattan Bridge Capital, Inc., a Delaware New York corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stockCommon Shares, par value $0.01 0.001 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (Manhattan Bridge Capital, Inc)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, FLEWBER GLOBAL INC. By: Name: Xxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY LLC By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp ThinkEquity LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Additional Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 Directors & Officers (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of 9-Month Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”Up), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (Flewber Global Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, SIGNAL GENETICS, INC. Ambow Education Holding Ltd. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. The Benchmark Company, LLC By: Name: Title: On behalf of each of the Underwriters Ambow Education Holding Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares ADSs to be Purchased Number of Additional Shares ADSs to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp The Benchmark Company, LLC Total SCHEDULE 2-A Pricing Information Number of Firm Shares: Number of Additional Shares: Public Offering Price per Share: Underwriting Discount per Share: Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: SCHEDULE 2-B 2 Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] . SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx__, 2018 The Benchmark Company, LLC 100 Xxxx 00xx Xx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. The Benchmark Company, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement Agreement”) with Signal Genetics, Inc.Ambow Education Holding Ltd., a Delaware corporation Cayman Islands holding company (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stockAmerican Depositary Shares (“ADSs”), with each ADS representing the right to receive two Class A ordinary shares, par value $0.01 US$0.003 per share, of the Company share (the “Ordinary Shares”, and collectively, the “Securities”).

Appears in 1 contract

Samples: Underwriting Agreement (Ambow Education Holding Ltd.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSAGRIFORCE GROWING SYSTEMS, INCLTD. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS KINGSWOOD CAPITAL CORP. MARKETS, division of Benchmark Investments, Inc. By: Name: Title: [Signature Page] AgriFORCE Growing Systems, Ltd. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Warrants to be Purchased Number of Additional Option Shares and Accompanying Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp TOTAL SCHEDULE 2-A Pricing Information Number of Firm SharesShares and Accompanying Frim Warrants: Number of Additional SharesOption Shares and Accompanying Option Warrants: Public Offering Price per ShareShare and Accompanying Warrant: Underwriting Discount per ShareShare and Accompanying Warrant: Proceeds to Company per Share and Accompanying Warrant (before expenses): Underwriting Non-accountable expense allowance per Share: SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).Prospectuses

Appears in 1 contract

Samples: Underwriting Agreement (Agriforce Growing Systems Ltd.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] WF International Limited – Underwriting Agreement If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usspace. Very truly yours, SIGNAL GENETICS, INC. WF International Limited By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. The Benchmark Company, LLC By: Name: Title: On behalf of each of the Underwriters Axiom Capital Management, Inc. By: Name: Title: On behalf of each of the Underwriters SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Additional Option Shares to be Purchased if Over-Allotment Option is Fully Exercised Aegis The Benchmark Company, LLC [●] [●] Axiom Capital Corp Management, Inc. [●] [●] Total: [●] [●] SCHEDULE 2-A 2 Pricing Information Number of Firm Shares: [●] Number of Additional Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: Proceeds to Company $[●] (7% per Share (before expenses): Underwriting Share) Non-accountable expense allowance Accountable Expense Allowance per Share: $[●] (1% per Share) SCHEDULE 2-B I Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx . EXHIBIT A Form of Representative’s Representatives’ Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [Reference is made to Exhibit ●], 2023, WHICH IS THE COMMENCEMENT DATE OF SALES IN THE COMPANY’S INITIAL PUBLIC OFFERING, TO ANYONE OTHER THAN (I) THE BENCHMARK COMPANY LLC, AXIOM CAPITAL MANAGEMENT, INC. OR AN UNDERWRITER OR SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION IN EACH CASE IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(E)(1), OR (II) THE OFFICERS OR PARTNERS, REGISTERED PERSONS OR AFFILIATES OF THE BENCHMARK COMPANY LLC, AXIOM CAPITAL MANAGEMENT, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER, IN EACH CASE IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(E)(1); OR (B) CAUSE THIS PURCHASE 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 PURCHASE WARRANT OR THE SECURITIES HEREUNDER FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [____●], 2023, WHICH IS THE COMMENCEMENT DATE OF SALES IN THE COMPANY’S INITIAL PUBLIC OFFERING, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2). ORDINARY SHARES PURCHASE WARRANT WF International Limited Warrant Shares: [●] Initial Exercise Date: [●], 2023 Issue Date: [●], 2023 THIS ORDINARY SHARES PURCHASE WARRANT (the ”Warrant”) certifies that, for value received, [●] or its assignees assigns (the ”Holder”) are entitled, upon the terms and subject to the Registration Statement limitations on Form S-1 (File Number exercise and the conditions hereinafter set forth, at any time on or after [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. 2023 (the “Representative”Initial Exercise Date”) proposes and on or prior to enter into an Underwriting Agreement 5:00 p.m. (New York City time) on [●], 2028 (the “Underwriting Agreement ”Termination Date”) with Signal Geneticsbut not thereafter, Inc.to subscribe for and purchase from WF International Limited, a Delaware corporation Cayman Islands exempted company with limited liability (the Company”), providing for up to [●] Ordinary Shares (as defined below)(as subject to adjustment hereunder, the public offering (the “Public Offering) of shares of common stock, par value $0.01 per share, of the Company (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).

Appears in 1 contract

Samples: Underwriting Agreement (WF International Ltd.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSTHARIMMUNE, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THINKEQUITY LLC By: Name: Title: Tharimmune, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Total Number of Pre-Funded Warrants to be Purchased Number of Additional Option Shares and/or Option Pre-Funded Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp ThinkEquity LLC . TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: Number of Additional Firm Pre-Funded Warrants: Number of Option Shares: Number of Option Pre-Funded Warrants: Public Offering Price per Share: Public Offering Price per Pre-Funded Warrant: Underwriting Discount per Share: Proceeds to Company Underwriting Discount per Share (before expenses): Pre-Funded Warrant: Underwriting Non-accountable expense allowance per Firm Share: Underwriting non-accountable expense allowance per Pre-Funded Warrant: Proceeds to Company per Firm Share (before expenses and non-accountable expense allowance): Proceeds to Company per Pre-Funded Warrant (before expenses and non-accountable expense allowance): SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None__] SCHEDULE 2-C Written Testing-the-Waters Communications [None__] Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Rxxxx Xxxxx Lxxxxxx Xxxxx Sxxxxxx Xxxxxxxxxxx, PharmD Lxxxx Xxx, MD Txxxxx Xxxx Kxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx Highpoint Pharmaceuticals LLC Sch. 3-1 EXHIBIT A Form of Representative’s FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT THARIMMUNE, INC. Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [Shares: ________ Issue Date: [_], 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) of Signal Geneticscertifies that, Inc.for value received, which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. ____ or its assigns (the “RepresentativeHolder”) proposes is entitled, upon the terms and subject to enter into an Underwriting Agreement the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and until this Warrant is exercised in full (the “Underwriting Agreement Termination Date”) with Signal Geneticsbut not thereafter, to subscribe for and purchase from Tharimmune, Inc. (formerly Hillstream BioPharma, Inc.), a Delaware corporation (the “Company”), providing for the public offering up to ______ shares of Common Stock (as subject to adjustment hereunder, the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (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).

Appears in 1 contract

Samples: Underwriting Agreement (Tharimmune, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, INCSACHEM CAPITAL CORP. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORPJXXXXX XXXXXX & CO., LLC. By: Name: Exxx Xxxx Title: Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp Jxxxxx Xxxxxx & Co., LLC. TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Additional Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx Jxxx X. XxXxx Sxxxxx Xxxxxxx Jxxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Lxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Axxxxx Xxxxxxxx Bxxxx Xxxxx Dxxxx X. Xxxxxx Sachem Capital Partners, LLC EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR THE WARRANT SHARES (File Number [________]DEFINED BELOW) of Signal GeneticsFOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) JXXXXX XXXXXX & CO., Inc.LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED BELOW), which is incorporated by referenceOR (II) A BONA FIDE OFFICER OR PARTNER OF JXXXXX XXXXXX & CO.] Exhibit A EXHIBIT B Form of Lock-Up Agreement , LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx[DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 00xx Xxxxx Xxx XxxxEASTERN TIME, Xxx Xxxx 00000 Ladies and Gentlemen[___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON SHARES SACHEM CAPITAL CORP.] Warrant Shares: The undersigned understands that Aegis Capital Corp. _______ Effective Date: ______, 201_ This Warrant to Purchase Common Shares (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, _____________ or its permitted assigns (the “Underwriting Agreement 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 ____, 201_ (the “Initial Exercise Date”) and, in accordance with Signal GeneticsFINRA Rule 5110(f)(2)(G)(i), Inc.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 Sachem Capital Corp., a Delaware New York corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stockup to ______ Common Shares, par value $0.01 0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Sachem Capital Corp.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSNUZEE, INC. By: __________________________________ Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. BENCHMARK COMPANY, LLC By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if Over-the Over- Allotment Option is Fully Exercised Aegis Capital Corp BENCHMARK COMPANY, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [] Number of Additional Option Shares: [] Public Offering Price per Firm Share: [ ] Public Offering Price per Option Share: [] Underwriting Discount per Firm Share: Proceeds to Company $[] Underwriting Discount per Share (before expenses): Underwriting Non-accountable expense allowance per Option Share: $[] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) EXHIBIT C Form of shares Press Release EXHIBIT D Form of common stock, par value $0.01 per share, Opinion of the Company (the “Shares”).Xxxxxxxxxx PC

Appears in 1 contract

Samples: Underwriting Agreement (NuZee, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSCELLECTAR BIOSCIENCES, INC. By: Name: Sixxx Xxxxxx, PhD Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: [COMPANY] – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if Over-the Over- Allotment Option is Fully Exercised Aegis Capital Corp Corp. TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Additional Warrants: [.] Number of Option Shares: [•] Number of Option Warrants: [.] Public Offering Price per Share: $[•] Public Offering Price per Warrant: $[.] Underwriting Discount per Share: Proceeds to Company $[•] Underwriting Discount per Share (before expenses): Warrant: $[.] Underwriting Non-accountable expense allowance per Shareshare and warrant: $[•] Proceeds to Company per share and warrant (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE Sch. 2-C Written Testing-the-Waters Communications [None] 1 SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 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 (File Number [________]DEFINED BELOW) of Signal GeneticsTO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, Inc., which is incorporated by reference.] Exhibit OR (II) A EXHIBIT B Form of Lock-Up Agreement BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx[DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 00xx Xxxxx Xxx XxxxEASTERN TIME, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. ([___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal GeneticsPurchase of [_____] Shares of Common Stock of Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (Cellectar Biosciences, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICS, GAMER PAKISTAN INC. By: Name: Jxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORPWESTPARK CAPITAL, INC. By: Name: [●] Title: CEO SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp WestPark Capital, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Additional Option Shares: [●] Public Offering Price per Share: $ [●] Underwriting Discount per Share: $ [●] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $ [●] Schedule - 2 A SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).Prospectuses

Appears in 1 contract

Samples: Underwriting Agreement (Gamer Pakistan Inc)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSPRESIDIO PROPERTY TRUST, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. THE BENCHMARK COMPANY, LLC By: Name: Title: Presidio Property Trust, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis The Benchmark Company, LLC Colliers Securities LLC Xxxxxx Xxxxx Investments Spartan Capital Corp Securities, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: 700,000 Number of Additional Option Shares: 105,000 Public Offering Price per Share: $25.00 Underwriting Discount per Share: $2.00 Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $23.00 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________To be updated.]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (Presidio Property Trust, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSCANCER PREVENTION PHARMACEUTICALS, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORP. By: Name: Title: MAXIM GROUP LLC By: Name: Title: Cancer Prevention Pharmaceuticals, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp Corp. Maxim Group LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Additional Option Shares: [•] Number of Firm Shares to Company Introduced Investors: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Credit per Share for Company Introduced Investors: $[•] Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share$[•] Company Introduced Investors: Sucampo AG SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Bxxxxxx Jxxxxxx Xxxxx Cxxxxxxxxxx Xxxxxxx Exxxxx Xxxxxx, Ph.D. Dxxxxx Xxxxxxx Rxxxxxx Xxxx Jxx Xxxx Fxxxx X. XxXxx Xxxxxxxx, Xx. M.D., C.A.C.P. Meyskens Pharmaceuticals Investors, LLC Gxxxxx Pharmaceuticals Investors, LLC Txxxxxx Family Trust Translational Accelerator, LLC Sxxxxx Xxxxxx Cxxxxxxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx 678 Trust Dxxxxxx Xxxxxx Westport Boys, LLC Lxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx Txxxxx Xxxxxxx TVP Management Company, LLC Sucampo A.G. [Add other holders] EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis •], 2000 Xxxxx Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement Agreement”) with Signal GeneticsCancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.01 0.001 per share, of the Company (the “Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (Cancer Prevention Pharmaceuticals, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSNYIAX, INC. By: Name: . Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORPWESTPARK CAPITAL, INC. By: Name: Xxxxxxx Xxxxxxxxx Title: CEO SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp WestPark Capital, Inc. TOTAL 1,875,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: Number of Additional Option Shares: Public Offering Price per Share: $ Underwriting Discount per Share: $ Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] None SCHEDULE 2-C Written Testing-the-Waters Communications [None] Schedule - 2C-1 SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Sxxxxx X. Xxxxxxxxxx Rxxxxx Xxxxxxx Dxxxxxx Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx X. Xxxxx Dxxxx X. Xxxxxx EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 Ex. 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 (File Number [________]180) of Signal GeneticsFOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) WestPark Capital, Inc., which is incorporated by reference.] Exhibit OR AN UNDERWRITER OR A EXHIBIT B Form of Lock-Up Agreement [SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF _________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx______ OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO March __________ [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 00xx Xxxxx Xxx XxxxEASTERN TIME, Xxx Xxxx 00000 Ladies and GentlemenSeptember__________ [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK NYIAX, INC. Warrant Shares:_______ Initial Exercise Date: The undersigned understands that Aegis Capital Corp. THIS WARRANT TO PURCHASE COMMON STOCK (the “RepresentativeWarrant”) proposes to enter into an Underwriting Agreement certifies that, for value received, or its assigns (the “Underwriting Agreement 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, in accordance with Signal GeneticsFINRA Rule 5110(g)(8)(A), Inc.prior to at 5:00 p.m. (New York time) on the date that is five years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NYIAX, INC., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of up to _____shares of common stock, $0.0001 par value $0.01 per shareshare (the “Common Shares”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Appears in 1 contract

Samples: Underwriting Agreement (Nyiax, Inc.)

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SIGNAL GENETICSHXXXXXX JXXXX LABORATORIES, INC. By: Name: Title: Confirmed as of the date first written aboveabove mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: AEGIS CAPITAL CORPWALLACHBETH CAPITAL, LLC By: Dxxxxx Xxxxx Chief Compliance Officer NETWORK 1 FINANCIAL SECURITIES, INC. By: Name: Title: Dxxxx Xxxxxxxxxx Managing Director SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Maximum Number of Additional Option Shares to be Purchased if Over-Allotment Option is Fully Exercised Aegis Capital Corp WallachBeth Capital, LLC Network 1 Financial Securities, Inc. Westpark Capital, Inc. ViewTrade Securities, Inc. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: Number of Additional Option Shares: Public Offering Price per Share: $ Underwriting Discount per Share: $ Underwriting Non-accountable expense allowance per Share: $ Proceeds to Company per Share (before expenses): Underwriting Non-accountable expense allowance per Share: $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None] SCHEDULE 2-C Written Testing-the-Waters Communications [None] Free Writing Prospectus, dated November 8, 2017 Free Writing Prospectus, dated December 5, 2017 SCHEDULE 3 List of Lock-Up Parties Bxxxxxx X. XxXxx Bxxxxxxx Xxxxxxxxxxx, M.D. Sxxxxx X. Xxxxxxxxxx Xxxxxx Wxxxxxx X. Xxxxxx Mxxx X. Xxxxxxxx, M.D. Sxxxx Xxxxxxx Rxxxxx Xxxxxxx Dxxxxxx X. Xxxxxxxx XxXxx Alpha LLLP Rxxx xxx Xxxx Rxxxx Rxxxxx X. Xxxxx Dxxxx X. Xxxxxx Sxxxxx Xxxxxxxx Biodyne Holding, S.X. Xxxxxxxx Ventures Ltd SCHEDULE 4 Subsidiaries and Affiliates Hxxxxxx Jxxxx Laboratories Vascular, Inc., a Delaware corporation EXHIBIT A Form of Representative’s Warrant Agreement [Reference is made to Exhibit [____] to the Registration Statement on Form S-1 (File Number [________]) of Signal Genetics, Inc., which is incorporated by reference.] Exhibit A EXHIBIT B Form of Lock-Up Agreement [_________] Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement ”) with Signal Genetics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) EXHIBIT C Form of shares of common stock, par value $0.01 per share, of the Company (the “Shares”).Press Release

Appears in 1 contract

Samples: Underwriting Agreement (Hancock Jaffe Laboratories, Inc.)

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