NEUROBO PHARMACEUTICALS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY LLC, as Warrant Agent Warrant Agency Agreement Dated as of November 8, 2022 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • November 8th, 2022 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of November 8, 2022 (“Agreement”), by and between Neurobo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company LLC, with offices at 6201 15th Avenue, Brooklyn, New York 11219 (the “Warrant Agent”).
2,397,003 SHARES of Common Stock, 2,602,997 SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO 2,602,997 SHARES OF COMMON STOCK), 5,000,000 SERIES A Warrants (EXERCISABLE FOR 5,000,000 SHARES OF COMMON STOCK) and 5,000,000 SERIES B...Underwriting Agreement • November 8th, 2022 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, NeuroBo Pharmaceuticals, Inc., a corporation incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of NeuroBo Pharmaceuticals, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
SERIES B COMMON STOCK PURCHASE WARRANT NEUROBO PHARMACEUTICALS, INC.NeuroBo Pharmaceuticals, Inc. • November 8th, 2022 • Pharmaceutical preparations • New York
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Dong-A ST Co., Ltd. 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 Initial Exercise Date (as defined below) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to 5,000,000 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).
