0001213900-25-002639 Sample Contracts
AMESITE INC. Common Stock and Pre-Funded Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • January 10th, 2025 • Amesite Inc. • Services-prepackaged software • New York
Amesite Inc. (f/k/a Amesite Operating Company), a Delaware corporation (the “Company”), subject to the terms and conditions herein, proposes to sell to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”), on a best efforts basis, (a) up to 1,201,667 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and (b) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 0shares of Common Stock at an exercise price of $0.0001 per share (the “Pre-Funded Warrant Shares” and, collectively with the Shares and the Pre-Funded Warrants, the “Securities”), such Pre-Funded Warrants to have the terms and conditions described in the Prospectus (as defined below) and to otherwise be in form and substance reasonably acceptable to the Representative.
ContractSecurity Agreement • January 10th, 2025 • Amesite Inc. • Services-prepackaged software • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.