UNDERWRITING AGREEMENTUnderwriting Agreement • October 27th, 2022 • Biostage, Inc. • Surgical & medical instruments & apparatus • Florida
The undersigned, Biostage, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Newbridge Securities Corporation (hereinafter referred to as “you” or the “Underwriter”) as follows:
Underwriter’s Warrant AgreementS Warrant Agreement • October 27th, 2022 • Biostage, Inc. • Surgical & medical instruments & apparatus
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 [•], 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is four (4) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Biostage, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.01 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).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • October 27th, 2022 • Biostage, Inc. • Surgical & medical instruments & apparatus • Delaware
This Warrant Agent Agreement (“Warrant Agreement”) is made as of [________________], 2022, by and among Biostage, Inc., a Delaware corporation, with offices at 84 October Hill Road, Suite 11, Holliston, MA 01746 (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, collectively, as warrant agent (collectively with Computershare, the “Warrant Agent”).
