Perseon Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • July 17th, 2015 • Perseon Corp • Electromedical & electrotherapeutic apparatus • New York
The undersigned, Perseon Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), an aggregate of [·] shares (the “Firm Shares”) of the Company’s Common Stock, $0.001 par value per share (“Common Stock”) and warrants for the right to purchase [·] shares of Common Stock (the “Firm Warrants,” and collectively with the Firm Shares, the “Firm Securities”). In addition, the Company proposes to grant to the Underwriters an option to purchase from the Company up to an additional [·] shares of Common Stock (the “Option Shares”) and warrants to purchase up to an additional [·] shares of Common Stock (the “Option Warrants,” and collectively with the Firm Warrants, the “Warrants”) for the purpose
COMMON STOCK PURCHASE WARRANT PERSEON CORPORATIONPerseon Corp • July 17th, 2015 • Electromedical & electrotherapeutic apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Partners LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 180 days from the effective date of the Registration Statement (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the effective date of the Registration Statement No. 333-203592 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Perseon Corporation, a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
