CLEARSIGN TECHNOLOGIES CORPORATION and VStock Transfer, LLC, as Warrant Agent Warrant Agency Agreement Dated as of April ____, 2024 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • April 19th, 2024 • ClearSign Technologies Corp • Industrial instruments for measurement, display, and control • New York
WARRANT AGENCY AGREEMENT, dated as of April ___, 2024 (“Agreement”), by and between ClearSign Technologies Corporation, a Delaware corporation (the “Company”), and VStock Transfer, LLC, a New York limited liability trust company (“VStock” or the “Warrant Agent”).
UNDERWRITING AGREEMENTUnderwriting Agreement • April 19th, 2024 • ClearSign Technologies Corp • Industrial instruments for measurement, display, and control • New York
The undersigned, ClearSign Technologies Corporation, a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Public Ventures, LLC, as the underwriter (including others acting as an underwriter, then together, the “Underwriters” and each, an “Underwriter” that are named in Schedule I hereto and in which case Public Ventures, LLC is acting as representative and therefore referred to herein as 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 the Underwriter) on the terms and conditions set forth herein.
REDEEMABLE COMMON STOCK PURCHASE WARRANT CLEARSIGN TECHNOLOGIES CORPORATIONClearSign Technologies Corp • April 19th, 2024 • Industrial instruments for measurement, display, and control
THIS REDEEMABLE 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 _______, 20241 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Clearsign Technologies Corporation, a Delaware 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).
CLEARSIGN TECHNOLOGIES CORPORATION PLACEMENT AGENT WARRANT ______ shares of Common StockPlacement Agent Warrant • April 19th, 2024 • ClearSign Technologies Corp • Industrial instruments for measurement, display, and control
This PLACEMENT AGENT WARRANT (this “Warrant”) of ClearSign Technologies Corporation, a corporation duly organized and validly existing under the laws of the State of Delaware (the “Company”), is being issued pursuant to that certain letter of intent between the Company and Public Ventures LLC, dated [___], 2024 (the “Agreement”), relating to a private placement of securities of the Company (the “Offering”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 19th, 2024 • ClearSign Technologies Corp • Industrial instruments for measurement, display, and control • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 19, 2024, between ClearSign Technologies Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REDEEMABLE COMMON STOCK PURCHASE WARRANT clearsign technologies CorporationClearSign Technologies Corp • April 19th, 2024 • Industrial instruments for measurement, display, and control • New York
THIS REDEEMABLE 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 _________, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ClearSign Technologies Corporation, a Delaware 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). 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 this Warrant
Form of Lock-Up Agreement – ClearSign Technologies Corporation (Directors and Officers)ClearSign Technologies Corp • April 19th, 2024 • Industrial instruments for measurement, display, and control
The undersigned understands that Public Ventures, LLC (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with ClearSign Technologies Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of common stock, par value $0.0001 per share (the “Common Stock”), and warrants, each warrant to purchase one share of Common Stock (the “Warrants,” and together with the Common Stock, the “Securities”).
ContractUnderwriter Warrant • April 19th, 2024 • ClearSign Technologies Corp • Industrial instruments for measurement, display, and control
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Form of Lock-Up Agreement – ClearSign Technologies Corporation (clirSPV, LLC)ClearSign Technologies Corp • April 19th, 2024 • Industrial instruments for measurement, display, and control
The undersigned understands that Public Ventures, LLC (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with ClearSign Technologies Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of common stock, par value $0.0001 per share (the “Common Stock”), and warrants, each warrant to purchase Common Stock (the “Warrants,” and together with the Common Stock, the “Securities”).
