COMMON STOCK PURCHASE WARRANT ARTELO BIOSCIENCES, INC.Common Stock Purchase Warrant • October 6th, 2020 • Artelo Biosciences, Inc. • Services-business services, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO. 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 Charter Amendment Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October [●], 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Artelo Biosciences, Inc., a Nevada corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“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
Form of Representative’s Warrant AgreementArtelo Biosciences, Inc. • October 6th, 2020 • Services-business services, nec • New York
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Ladenburg Thalmann & Co. 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 the Charter Amendment 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 Artelo Biosciences, Inc., a Nevada corporation (the “Company”), up to shares of Common Stock, par value $0.001 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). Terms not defined herein shall have the meanings ascribed to them in the Underwriting Agreeme
●] SHARES of Common Stock SERIES A Warrants exercisable into [●] shares of common stock OF ARTELO BIOSCIENCES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2020 • Artelo Biosciences, Inc. • Services-business services, nec • New York
The undersigned, Artelo Biosciences, Inc., a Nevada corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Artelo Biosciences, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters, if any (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (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.
LOCK-UP AND VOTING AGREEMENTLock-Up and Voting Agreement • October 6th, 2020 • Artelo Biosciences, Inc. • Services-business services, nec • New York
This Lock-Up and Voting Agreement (this “Lock-Up and Voting Agreement”) is being delivered to you in connection with an understanding by and between Artelo Biosciences, Inc., a Nevada corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).
