COMMON STOCK PURCHASE WARRANT ACLARION, INC.Common Stock Purchase Warrant • April 27th, 2022 • Aclarion, Inc. • Services-medical laboratories • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Depository Trust Company 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 April 21, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aclarion, Inc., a Delaware corporation (the “Company”), up to 2,489,750 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, subject to a Hol
ACLARION, INC. and VSTOCK TRANSFER LLC, as Warrant Agent Warrant Agency Agreement Dated as of April 21, 2022 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • April 27th, 2022 • Aclarion, Inc. • Services-medical laboratories • New York
WARRANT AGENCY AGREEMENT, dated as of April 21, 2022 (“Agreement”), between Aclarion, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and VStock Transfer LLC, (the “Warrant Agent”).
2,165,000 WARRANTS TO PURCHASE 2,165,000 SHARES OF COMMON STOCK OF ACLARION, INC. UNDERWRITING AGREEMENTWarrant Agency Agreement • April 27th, 2022 • Aclarion, Inc. • Services-medical laboratories • New York
The undersigned, Aclarion, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Aclarion, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC 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.
