COMMON STOCK PURCHASE WARRANT orbsat corp.Orbsat Corp • April 7th, 2021 • Telephone communications (no radiotelephone) • 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 20261 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Orbsat Corp, a company incorporated under the laws of the State of Nevada (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
ORBSAT CORP and [WARRANT AGENT], as Warrant Agent Warrant Agency Agreement Dated as of [_], 2021 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • April 7th, 2021 • Orbsat Corp • Telephone communications (no radiotelephone) • New York
WARRANT AGENCY AGREEMENT, dated as of _____, 2021 (“Agreement”), between Orbsat Corp, a corporation organized under the laws of the State of Nevada (the “Company”), and [WARRANT AGENT], a corporation organized under the laws of New York (the “Warrant Agent”).
Form of Representative’s Warrant AgreementOrbsat Corp • April 7th, 2021 • Telephone communications (no radiotelephone)
THIS WARRANT TO PURCHASE COMMON STOCK (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 ________, 2021 [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE] (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 five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ORBSAT CORP, a Nevada corporation (the “Company”), up to ______1 shares of common stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
] UNITS EACH UNIT CONSISTING OF ONE SHARE of Common Stock and ONE Warrant TO PURCHASE ONE SHARE OF COMMON STOCK ORBSAT CORP FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 7th, 2021 • Orbsat Corp • Telephone communications (no radiotelephone) • New York
The undersigned, ORBSAT CORP, a company incorporated under the laws of Nevada (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of ORBSAT CORP, 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 MAXIM GROUP LLC (“Maxim”) is acting as representative to the several Underwriters (in such capacity, 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.
ORBSAT CORPOrbsat Corp • April 7th, 2021 • Orbsat Corp • Telephone communications (no radiotelephone) • Nevada
Orbsat Corp, a Nevada corporation (the “Company”), is pleased to offer you a position as a member of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide the Company.
