WARRANT AGENCY AGREEMENTWarrant Agency Agreement • August 2nd, 2022 • Palisade Bio, Inc. • Biological products, (no disgnostic substances) • New York
WARRANT AGENCY AGREEMENT, dated as of __________, 2022 (“Agreement”), between Palisade Bio, 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”).
SHARES OF COMMON STOCK, _________ SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO ______ SHARES OF COMMON STOCK) AND _______ WARRANTS (EXERCISABLE FOR ______ SHARES OF COMMON STOCK) OF PALISADE BIO, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 2nd, 2022 • Palisade Bio, Inc. • Biological products, (no disgnostic substances) • New York
The undersigned, Palisade Bio, Inc., Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Palisade Bio, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters, if any (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.
COMMON STOCK PURCHASE WARRANT PALISADE BIO, INC.Common Stock Purchase Warrant • August 2nd, 2022 • Palisade Bio, Inc. • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO. 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 _____ __, 20271 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Palisade Bio, 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 registered holder of this Warrant, subject to a Holder’s right
LOCK-UP AND VOTING AGREEMENTLock-Up and Voting Agreement • August 2nd, 2022 • Palisade Bio, Inc. • Biological products, (no disgnostic substances) • New York
This Lock-Up and Voting Agreement (this “Lock-Up and Voting Agreement”) is being delivered to you in connection with an understanding by and between Palisade Bio, Inc., a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).
