TransEnterix, Inc. and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of March __, 2020Warrant Agency Agreement • March 6th, 2020 • Transenterix, Inc. • Surgical & medical instruments & apparatus • New York
WARRANT AGENCY AGREEMENT, dated as of March __, 2020 (“Agreement”), between TransEnterix, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York Corporation (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT TRANSENTERIX, INC.Common Stock Purchase • March 6th, 2020 • Transenterix, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [Series D warrant: March 10, 2025] [Series C warrant: March 10, 2021] (the “Termination Date”) but not thereafter, to subscribe for and purchase from TransEnterix, Inc., 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole regist
14,121,766 SHARES OF COMMON STOCK, 7,937,057 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK 22,058,823 SERIES C WARRANTS AND 22,058,823 SERIES D WARRANTS OF TRANSENTERIX, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 6th, 2020 • Transenterix, Inc. • Surgical & medical instruments & apparatus • New York
The undersigned, TransEnterix, Inc., a company incorporated under the laws of Delaware (on behalf of itself and its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of TransEnterix, 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) pursuant to which the Company proposes to issue and sell to the Underwriters the Public Securities on the terms and conditions set forth herein.
