0001903596-25-000006 Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 3rd, 2025 • Expion360 Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 2, 2025, between Expion360 Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
PERSONAL AND CONFIDENTIALPlacement Agent Agreement • January 3rd, 2025 • Expion360 Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
The purpose of this placement agent agreement is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agent on a “best efforts” basis in connection with the proposed Registered Direct and PIPE Offering (the “Placement”) by Expion360 Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of units consisting of its shares of common stock (“Common Stock”) and/or warrants to purchase its shares of Common Stock (“Warrants” and together with the Common Stock, the “Securities”). This placement agent agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that Aegis’s obligations hereunder shall be undertaken on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Aegis to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or th
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2025 • Expion360 Inc. • Miscellaneous electrical machinery, equipment & supplies
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 2, 2025, between Expion360 Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
PIPE COMMON WARRANT TO PURCHASE COMMON STOCK EXPION360 INC.Pipe Common Warrant • January 3rd, 2025 • Expion360 Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
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 the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on January 3, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Expion360 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 (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.