0001213900-25-022831 Sample Contracts
UNDERWRITING AGREEMENT between BRAG HOUSE HOLDINGS, INC. and KINGSWOOD CAPITAL PARTNERS, LLC as Representative of the Several UnderwritersUnderwriting Agreement • March 11th, 2025 • Brag House Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
Kingswood Capital Partners, LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 126 East 56th St., 22nd FL,
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • March 11th, 2025 • Brag House Holdings, Inc. • Services-miscellaneous amusement & recreation
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [KINGSWOOD CAPITAL PARTNERS, LLC] / [WESTPARK CAPITAL, INC.] 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 September 3, 2025 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four one and half years following the Closing Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BRAG HOUSE HOLDINGS, INC., a Delaware corporation (the “Company”), up to 22,125 shares of common stock, $0.0001 par value per share (the “Common Shares”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).