BULLFROG AI HOLDINGS, INC. PRE-FUNDED COMMON STOCK PURCHASE WARRANTBullFrog AI Holdings, Inc. • February 6th, 2024 • Pharmaceutical preparations • New York
THIS PRE-FUNDED 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullfrog AI Holdings, 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).
BULLFROG AI HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2024 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • New York
BULLFROG AI HOLDINGS, INC., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom WallachBeth Capital, LLC is acting as Representative (the “Representative”), an aggregate of 1,507,139 shares (each, a “Firm Share” and in aggregate, the “Firm Shares”) of the Company’s common stock, $0.00001 par value per share (the “Common Stock”) (or pre-funded warrants (each, a “Firm Pre-Funded Warrant,” and in the aggregate, the “Firm Pre-Funded Warrants”) to purchase one share of Common Stock (the “Firm Pre-Funded Warrant Shares”) at an exercise price of $0.001 per share of Common Stock until such time as the Pre- Funded Warrant is exercised in full, subject to adjustment as provided in the Pre-Funded Warrant in lieu thereof), and an aggregate of 1,507,139 warrants (each, a “Firm Warrant,” and in the aggregate, the “Firm Warrants”)
FORM OF WARRANT AGENT AGREEMENTForm of Warrant Agent Agreement • February 6th, 2024 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • New York
This Warrant Agent Agreement (this “Warrant Agreement”), dated as of [__], 2024 (the “Issuance Date”) is between Bullfrog AI Holdings, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”).
