Common Contracts

55 similar Dealer-Manager Agreement contracts by Sintx Technologies, Inc., ContraVir Pharmaceuticals, Inc., Creatd, Inc., others

DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • August 18th, 2023 • Longeveron Inc. • Pharmaceutical preparations • New York

The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Longeveron Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its (i) Class A common stock, par value $0.001 per share (“Class A Common Stock”), (ii) Class B common stock, par value $0.001 per share (“Class B Common Stock”), and (iii) warrants exercisable for Class A Common Stock (“Warrants”), transferable subscription rights (the “Rights”) as set forth in the Company’s registration statement on Form S-1 (File No. 333-272946) initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 27, 2023, to subscribe for and purchase up to $30.0 million of Class A Common Stock, at a subscription price equal to $3.00 per share (the “Subscription Price”). Shares of Class A Common Stock issuable in the Rights Offering are referred to herein as the “Rights Shares.”

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Fresh Vine Wine, INC. DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • February 8th, 2023 • Fresh Vine Wine, Inc. • Beverages • New York

The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”), subscription rights (the “Rights”) to subscribe for up to an aggregate of [●] units (the “Units”), each Unit consisting of one share of Common Stock (the “Rights Shares”) and one warrant, with each warrant representing the right to purchase one share of Common Stock (the “Rights Warrants” and the Rights Shares, the Rights Warrants and the shares of Common Stock issuable upon exercise of the Rights Warrants, the “Securities”), at a subscription price of $[●] per Unit in cash (the “Subscription Price”).

Fresh Vine Wine, INC. DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • January 27th, 2023 • Fresh Vine Wine, Inc. • Beverages • New York

The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”), subscription rights (the “Rights”) to subscribe for up to an aggregate of [●] units (the “Units”), each Unit consisting of one share of Common Stock (the “Rights Shares”) and one warrant, with each warrant representing the right to purchase one share of Common Stock (the “Rights Warrants” and the Rights Shares, the Rights Warrants and the shares of Common Stock issuable upon exercise of the Rights Warrants, the “Securities”), at a subscription price of $[●] per Unit in cash (the “Subscription Price”).

SINTX TECHNOLOGIES, Inc. DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • September 22nd, 2022 • Sintx Technologies, Inc. • Surgical & medical instruments & apparatus • New York

The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by SINTX Technologies, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.01 per share (the “Common Stock”), and to holders of its Series B Preferred Stock, Series C Preferred Stock and certain outstanding warrants (the “Participating Securities”) subscription rights (the “Rights”) to subscribe for up to an aggregate of 10,000 units (the “Units”), each Unit consisting of one share of Series D Convertible Preferred Stock (the “Rights Shares”), Class A warrants, and Class B warrants, with each warrant representing the right to purchase one share of Common Stock (the “Rights Warrants” and the Rights Shares, the Rights Warrants and the shares of Common Stock issuable upon conversion of the Rights Shares and exercise of the Rights Warrants, the “Securities”), at a subscriptio

SINTX TECHNOLOGIES, Inc. DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • September 12th, 2022 • Sintx Technologies, Inc. • Surgical & medical instruments & apparatus • New York

The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by SINTX Technologies, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.01 per share (the “Common Stock”), and to holders of its Series B Preferred Stock, Series C Preferred Stock and certain outstanding warrants (the “Participating Securities”) subscription rights (the “Rights”) to subscribe for up to an aggregate of 10,000 units (the “Units”), each Unit consisting of one share of Series D Convertible Preferred Stock (the “Rights Shares”) and warrants, with each warrant representing the right to purchase one share of Common Stock (the “Rights Warrants” and the Rights Shares, the Rights Warrants and the shares of Common Stock issuable upon conversion of the Rights Shares and exercise of the Rights Warrants, the “Securities”), at a subscription price of $1,000 per Unit

NAVIDEA BIOPHARMACEUTICALS, INC. DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • August 2nd, 2022 • Navidea Biopharmaceuticals, Inc. • In vitro & in vivo diagnostic substances • New York

The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by Navidea Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”) and to holders of the outstanding warrants issued to the underwriter in our public offering in 2019, Series D Preferred Stock, and Series F Preferred Stock (the “Participating Securities”), subscription rights (the “Rights”) to subscribe for up to an aggregate of 35,000 units (the “Units”), each Unit consisting of one share of Series I Convertible Preferred Stock, par value $0.001 per share (the “Rights Shares”) and one warrant, with each warrant representing the right to purchase 1,538 shares of Common Stock (the “Rights Warrants” and the Rights Shares, the Rights Warrants and the shares of Common Stock issuable upon conversion of the Rights Shares and ex

DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • July 14th, 2022 • Creatd, Inc. • Services-allied to motion picture production • New York

The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Creatd, Inc., a Nevada corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”), and holders of certain shares of series E preferred stock, par value $0.001 per share (the “Preferred Shares”), common stock warrants (the “Eligible Warrants”), and stock options (the “Eligible Options”), subscription rights (the “Rights”) as set forth in the Company’s registration statement on Form S-1, as amended (File No. 333-265251), initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 27, 2022, to subscribe for and purchase up to an aggregate of 20,000,000 units (the “Units”), each consisting of one share of Common Stock (the “Rights Shares”), one series A warrant exercisable to acquire one share of Common Stock at an exe

DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • July 13th, 2022 • Creatd, Inc. • Services-allied to motion picture production • New York

The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Creatd, Inc., a Nevada corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”), and holders of certain shares of series E preferred stock, par value $0.001 per share (the “Preferred Shares”), common stock warrants (the “Eligible Warrants”), and stock options (the “Eligible Options”), subscription rights (the “Rights”) as set forth in the Company’s registration statement on Form S-1, as amended (File No. 333-264908), initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 27, 2022, to subscribe for and purchase up to an aggregate of 20,000,000 units (the “Units”), each consisting of one share of Common Stock (the “Rights Shares”), one series A warrant exercisable to acquire one share of Common Stock at an exe

HEALTHIER CHOICES MANAGEMENT CORP. DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • May 18th, 2021 • Healthier Choices Management Corp. • Tobacco products • New York

The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by Healthier Choices Management Corp., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.0001 per share (the “Common Stock”) and holders of the Company’s Series D Convertible Preferred Stock that were issued in a private placement transaction that was consummated on February 7, 2021 (“Series D Preferred Stock”) subscription rights (the “Rights”) to subscribe for up to an aggregate of $100,000,000 of shares of Common Stock (the “Rights Shares” or the “Securities”). Each Right Share may be exercised at a subscription price per Rights Share in cash (the “Subscription Price”) equal to 75% of the volume weighted average of the trading prices (“VWAP”) of our common stock on the OTC Pink Sheets for the five consecutive trading days ending on the expiration date of this rights offeri

DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • July 21st, 2020 • Ampco Pittsburgh Corp • Pumps & pumping equipment • New York

The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $1.00 per share (the “Common Stock”), subscription rights (the “Rights”) as set forth in the Company’s registration statement on Form S-1, as amended (File No. 333-239446), initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 26, 2020, to subscribe for and purchase up to an aggregate of units (the “Units”), each consisting of share[s] of Common Stock (the “Rights Shares”) and one Series A warrant (the “Warrants”), each to purchase share[s] of Common Stock, at a subscription price of $ per Unit (the “Subscription Price”).

BIOLASE, INC. DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • June 26th, 2020 • Biolase, Inc • Dental equipment & supplies • New York

The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by BIOLASE, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”) and holders of the Company’s common stock purchase warrants that were issued in a private placement transaction that was consummated on June 10, 2020 (“June 2020 Warrants”) subscription rights (the “Rights”) to subscribe for up to an aggregate of 15,000 units (the “Units”), each Unit consisting of one share of Series F Convertible Preferred Stock, par value $0.001 per share (each, a “Rights Share” and collectively with the rights shares included in the Units,, the “Rights Shares”) and 2,500 warrants, with each warrant representing the right to purchase one share of Common Stock (each, a “Rights Warrant” and collectively with the warrants included in the Units, the “Rights Wa

SINTX TECHNOLOGIES, Inc. DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • January 17th, 2020 • Sintx Technologies, Inc. • Surgical & medical instruments & apparatus • New York
SINTX TECHNOLOGIES, Inc. DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • January 10th, 2020 • Sintx Technologies, Inc. • Surgical & medical instruments & apparatus • New York
DELMAR PHARMACEUTICALS, INC. DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • June 10th, 2019 • DelMar Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
CHANTICLEER HOLDINGS, INC. DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • May 28th, 2019 • Chanticleer Holdings, Inc. • Retail-eating places • New York

The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by Chanticleer Holdings, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.0001 per share (the “Common Stock”), and certain holders of its warrants to purchase shares of Common Stock subscription rights (the “Rights”) to subscribe for up to an aggregate of _______ shares of Common Stock (the “Rights Shares”), at a subscription price of $____ per Rights Share in cash (the “Subscription Price”).

DELMAR PHARMACEUTICALS, INC. DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • May 23rd, 2019 • DelMar Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Hemispherx Biopharma, Inc. DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • February 6th, 2019 • Hemispherx Biopharma Inc • Biological products, (no disgnostic substances) • New York
INPIXON DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • December 7th, 2018 • Inpixon • Services-computer programming services • New York

The following (this “Agreement”) will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by Inpixon, a Nevada corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”), holders of record of its Series 4 Convertible Preferred Stock (“Participating Preferred”) and holders of warrants issued August 9, 2017, January 8, 2018, February 20, 2018 and April 24, 2018 (“Participating Warrants” and together with the Participating Preferred, the “Participating Securities”), subscription rights (the “Rights”) to subscribe for up to an aggregate of 10,000 units (each, a “Unit” and collectively, the “Units”), each Unit consisting of one share of Series 5 Convertible Preferred Stock (the “Rights Shares”) and 200 warrants, with each warrant representing the right to purchase one share of Common Stock (the “Rights Warrants” and together with the R

DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • November 26th, 2018 • Cemtrex Inc • Measuring & controlling devices, nec • New York

The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Cemtrex Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”), and outstanding series 1 warrants (the “Warrants”) subscription rights (the “Rights”) as set forth in the Prospectus Supplement to be filed on or about November 20, 2018 to the Company’s Form S-3 shelf registration statement (File No. 333-218501) first filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 5, 2017, as amended, to subscribe for and purchase shares of Common Stock (the “Rights Shares”), at a subscription price equal to the lesser of (i) $1.06 and (ii) a 95% of the volume weighted average price for our Common Stock for the five (5) trading day period through and including December 19, 2018 (the “Subscription Price”).

SENESTECH, INC. DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • July 23rd, 2018 • SenesTech, Inc. • Agricultural chemicals • New York

The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by SenesTech, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”) and to holders of warrants issued to investors in November 2017 and June 2018 (the “Participating Warrants”), subscription rights (the “Rights”) to subscribe for up to an aggregate of [ ] units (the “Units”), each Unit consisting of one share of Common Stock (the “Rights Shares”) and one warrant representing the right to purchase one share of Common Stock (the “Rights Warrants” and the Rights Shares, the Rights Warrants and the shares of Common Stock issuable upon exercise of the Rights Warrants, the “Securities”), at a subscription price of $[ ] per Unit in cash (the “Subscription Price”).

DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • July 13th, 2018 • Delcath Systems, Inc. • Surgical & medical instruments & apparatus • New York

The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Delcath Systems, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.01 per share (the “Common Stock”), and holders of certain of the Company’s instruments convertible, exercisable or exchangeable into Common Stock, on an as converted basis, subscription rights (the “Rights”) to purchase up to 28,571,429 shares of its Common Stock as set forth in the Company’s registration statement on Form S-1 (File No. 333-225567) filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 11, 2018, as amended, to subscribe for and purchase shares of Common Stock (the “Rights Shares”) at a subscription price of $1.75 per share (the “Subscription Price”).

BIOCEPT, INC.
Dealer-Manager Agreement • July 11th, 2018 • Biocept Inc • Services-medical laboratories • New York
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CYTORI THERAPEUTICS, INC. DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • July 9th, 2018 • Cytori Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York

The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by Cytori Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”), and Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), subscription rights (the “Rights”) to subscribe for up to an aggregate of 25,000 units (the “Units”), each Unit consisting of one share of Preferred Stock (the “Rights Shares”) and 200 warrants, with each warrant representing the right to purchase one share of Common Stock (the “Rights Warrants” and the Rights Shares, the Rights Warrants and the shares of Common Stock issuable upon conversion of the Rights Shares and exercise of the Rights Warrants, the “Securities”), at a subscription price of $1,000 per Unit in cash (the “Subscription Price”).

CONTRAVIR PHARMACEUTICALS, INC. DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • June 13th, 2018 • ContraVir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by ContraVir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.0001 per share (the “Common Stock”) and to holders of warrants issued in October 2015, April 2016 and April 2017, subscription rights (the “Rights”) to subscribe for up to an aggregate of 20,000 units (the “Units”), each Unit consisting of one share of Preferred Stock (the “Rights Shares”) and 323 warrants, with each warrant representing the right to purchase one share of Common Stock (the “Rights Warrants” and the Rights Shares, the Rights Warrants and the shares of Common Stock issuable upon conversion of the Rights Shares and exercise of the Rights Warrants, the “Securities”), at a subscription price of $1,000 per Unit in cash (the “Subscription Price”).

CYTORI THERAPEUTICS, INC. DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • June 6th, 2018 • Cytori Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York

The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by Cytori Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”), and Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), subscription rights (the “Rights”) to subscribe for up to an aggregate of 25,000 units (the “Units”), each Unit consisting of one share of Preferred Stock (the “Rights Shares”) and 200 warrants, with each warrant representing the right to purchase one share of Common Stock (the “Rights Warrants” and the Rights Shares, the Rights Warrants and the shares of Common Stock issuable upon conversion of the Rights Shares and exercise of the Rights Warrants, the “Securities”), at a subscription price of $1,000 per Unit in cash (the “Subscription Price”).

CONTRAVIR PHARMACEUTICALS, INC. DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • June 4th, 2018 • ContraVir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by ContraVir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.0001 per share (the “Common Stock”) and to holders of warrants issued in October 2015, April 2016 and April 2017, subscription rights (the “Rights”) to subscribe for up to an aggregate of [ ] units (the “Units”), each Unit consisting of one share of Preferred Stock (the “Rights Shares”) and [ ] warrants, with each warrant representing the right to purchase one share of Common Stock (the “Rights Warrants”), at a subscription price of $1,000 per Unit in cash (the “Subscription Price”).

PAVMED, INC. DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • May 21st, 2018 • PAVmed Inc. • Surgical & medical instruments & apparatus • New York
ATOSSA GENETICS INC. DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • April 23rd, 2018 • Atossa Genetics Inc • Pharmaceutical preparations • New York

The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by Atossa Genetics Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.18 per share (the “Common Stock”) and holders of warrants issued December 22, 2017, subscription rights (the “Rights”) to subscribe for up to an aggregate of 20,000 units (the “Units”), each Unit consisting of one share of Preferred Stock (the “Rights Shares”) and 284 warrants, with each warrant representing the right to purchase one share of Common Stock (the “Rights Warrants”), at a subscription price of $1,000 per Unit in cash (the “Subscription Price”).

ACTINIUM PHARMACEUTICALS, INC.
Dealer-Manager Agreement • February 15th, 2018 • Actinium Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

The following (this “Agreement”) will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by Actinium Pharmaceuticals, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”) and to holders of certain of its outstanding warrants to purchase approximately 21,608,333 shares of Common Stock, issued on August 2, 2017 and February 11, 2015 (the “Participating Warrants”), who are entitled to participate in such offering pursuant to the terms of such warrants, subscription rights (the “Rights”) to subscribe for up to an aggregate of 35,714,285 units (the “Units”), each Unit consisting of (i) one share of Common Stock (the “Rights Shares”), (ii) 0.25 Series A Warrants (the “Series A Warrants”), with each whole Series A Warrant representing the right to purchase one share of Common Stock at an exercise price of $0.90 pe

FORM OF DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • February 6th, 2018 • Giggles N' Hugs, Inc. • Retail-eating & drinking places • Connecticut

The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Giggles N’ Hugs, Inc., a Nevada corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”), subscription rights (the “Rights”) as set forth in the Company’s Form S-1 registration statement (File No. 333-220302) filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 1, 2017, as amended, to subscribe for and purchase up to an aggregate of 300,000,000 units (the “Units”), each consisting of one share of the Company’s Common Stock (the “Rights Shares”) and 0.70 warrant (each a “Warrant”), at a subscription price of $[_____] per Unit (the “Subscription Price”). Each whole Warrant is exercisable to purchase one share of the Company’s Common Stock.

FORM OF DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • January 9th, 2018 • Giggles N' Hugs, Inc. • Retail-eating & drinking places • Connecticut

The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Giggles N’ Hugs, Inc., a Nevada corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”), subscription rights (the “Rights”) as set forth in the Company’s Form S-1 registration statement (File No. 333-220302) filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 1, 2017, as amended, to subscribe for and purchase up to an aggregate of 300,000,000 units (the “Units”), each consisting of one share of the Company’s Common Stock (the “Rights Shares”) and 0.70 warrant (each a “Warrant”), at a subscription price of $[_____] per Unit (the “Subscription Price”). Each whole Warrant is exercisable to purchase one share of the Company’s Common Stock.

REED’S, INC. DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • December 12th, 2017 • Reed's, Inc. • Bottled & canned soft drinks & carbonated waters • New York

The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by REED’S, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.0001 per share (the “Common Stock”), subscription rights (the “Rights”) to subscribe for up to an aggregate of 8,000,000 units (the “Units”), each Unit consisting of one share of Common Stock (the “Rights Shares”) and one-half (1/2) of a warrant, with each whole warrant representing the right to purchase one share of Common Stock (the “Rights Warrants”), at a subscription price of $1.75 per Unit in cash (the “Subscription Price”).

REED’S, INC. DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • November 21st, 2017 • Reed's, Inc. • Bottled & canned soft drinks & carbonated waters • New York

The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by REED’S, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.0001 per share (the “Common Stock”), subscription rights (the “Rights”) to subscribe for up to an aggregate of [__] units (the “Units”), each Unit consisting of one share of Common Stock (the “Rights Shares”) and [__] warrants, with each warrant representing the right to purchase one share of Common Stock (the “Rights Warrants”), at a subscription price of $[__] per Unit in cash (the “Subscription Price”).

DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • October 17th, 2017 • Heat Biologics, Inc. • Pharmaceutical preparations • New York

The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Heat Biologics, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.0002 per share (the “Common Stock”), subscription rights to purchase up to 12,000,000 shares of its Common Stock (the “Rights”) as set forth in the Company’s registration statement on Form S-1 (File No. 333-220470) filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 15, 2017, as amended, to subscribe for and purchase shares of Common Stock (the “Rights Shares”) at a subscription price to be determined by mutual agreement of the Company and the Dealer-Manager prior to the completion of the Rights Offering (the “Subscription Price”).

DEALER-MANAGER AGREEMENT
Dealer-Manager Agreement • October 10th, 2017 • Heat Biologics, Inc. • Pharmaceutical preparations • New York

The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Heat Biologics, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.0002 per share (the “Common Stock”), subscription rights to purchase up to 15,000,000 shares of its Common Stock (the “Rights”) as set forth in the Company’s registration statement on Form S-1 (File No. 333-220470) filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 15, 2017, as amended, to subscribe for and purchase shares of Common Stock (the “Rights Shares”) at a subscription price to be determined by mutual agreement of the Company and the Dealer-Manager prior to the completion of the Rights Offering (the “Subscription Price”).

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