META MATERIALS INC. 83,333,334 Shares of Common Stock Warrants to Purchase up to 83,333,334 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 14th, 2023 • Meta Materials Inc. • Semiconductors & related devices
Meta Materials Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to issue and sell to you (the Underwriters”), an aggregate of (i) 83,333,334 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and (ii) warrants (the “Firm Warrants”) to purchase up to an aggregate of 83,333,334 shares of Common Stock (the “Firm Warrant Shares”). The respective amounts of the Firm Shares and the Firm Warrants to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. The Firm Shares, the Firm Warrants and the Firm Warrant Shares are collectively referred to as the “Firm Securities.” The Company also proposes to issue and sell to the Underwriters, upon the terms and conditions set forth herein, up to an additional (i) 12,500,000 shares of Common Stock (the “Option Shares,” and together with the Firm Shares, the “Shares”), and/or (ii) warrants (t
COMMON STOCK PURCHASE WARRANT META MATERIALS INC.Common Stock Purchase • April 14th, 2023 • Meta Materials Inc. • Semiconductors & related devices • New York
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 April 18, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 18, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Meta Materials Inc., a Nevada 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).
