Common use of Delivery of Warrant Shares Clause in Contracts

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:__________________________ E-mail Address:_____________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, Inc., a Delaware corporation (the “Company”), at the Warrant Price, all as set forth above and subject to the provisions and upon the terms and conditions set forth in this Warrant.

Appears in 2 contracts

Sources: Subscription Agreement (ARYA Sciences Acquisition Corp IV), Subscription Agreement (ARYA Sciences Acquisition Corp IV)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock the holder Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as followsDated: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: (Name of Registered Holder Holder) By: Name: Title: Tax ID:________FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to , Federal Identification No. , a warrant to the common shares of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LTD., a Bermuda company, represented by warrant certificate no. , standing in the name of the undersigned on the books of said company. The undersigned does hereby irrevocably constitute and appoint , attorney to transfer the warrants of said company, with full power of substitution in the premises. Dated: (Name of Registered Holder) By: Name: Title: Exhibit B UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.][to be included in global Warrant Certificates held through DTC] Warrants ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Ltd. CUSIP: THIS CERTIFIES THAT ____________________ Facsimile:or registered assigns, is the registered holder of the number of Warrants (“Warrants”) set forth above. Each Warrant is issued by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Ltd. a Bermuda company, (the “Company”) as provided in the Warrant Agreement, hereinafter more fully described (the “Warrant Agreement”), and will entitle the holder thereof to purchase from the Company, subject to the terms and conditions set forth hereinafter and in the Warrant Agreement, at any time on or after _______, 2005 and before the close of business on __________, 2007, subject to extension, in certain circumstances, as described in the Warrant Agreement (the “Expiration Date”), to purchase [________________ E] fully paid and non-mail Address:_____________________ The assessable Common Shares of the Company hereby acknowledges (“Common Shares”), subject to adjustments as provided in the Warrant Agreement, upon presentation and surrender of this Exercise Notice Warrant Certificate, with the instructions for the registration and hereby directs ______________ to issue the above indicated number of shares delivery of Common Stock Shares filled in, at the stock transfer office in accordance with New York, New York, of [ ], Warrant Agent of the Transfer Agent Instructions Company (“Warrant Agent”) or of its successor warrant agent or, if there be no successor warrant agent, at the corporate offices of the Company, and upon payment of the Exercise Price (as defined in the Warrant Agreement) and any applicable taxes paid either in cash, or by certified or official bank check, payable in lawful money of the United States of America to the order of the Company. Each Warrant will entitle the holder to purchase Common Shares for $0.4689 per Common Share or, in certain circumstances, Preferred Shares as provided in the Warrant Agreement (subject to adjustments as provided in the Warrant Agreement). The number and kind of securities or other property for which the Warrants are exercisable are subject to adjustment to prevent dilution. All Warrants not theretofore exercised will expire on the Expiration Date. This Warrant Certificate is subject to all of the terms, provisions and conditions of the Warrant Agreement, dated _________as of , 202_2004, from between the Company and acknowledged the Warrant Agent, to all of which terms, provisions and agreed conditions the registered holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a part hereof and reference is made to by _______________the Warrant Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities of the Warrant Agent, the Company and the holders of the Warrant Certificates. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY ACopies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Ltd. c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, INC▇▇ ▇▇▇▇▇-▇▇▇▇ Telecopier No.: ▇▇▇-▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. (THE “COMPANY”)▇▇▇▇▇▇▇▇▇. The Company may but shall not be required upon the exercise of the Warrants evidenced by this Warrant Certificate to issue fractions of Common Shares, ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANYbut may make adjustment therefore in cash on the basis of the current market value of any fractional interest as provided in the Warrant Agreement. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF In certain cases, the sale of securities by the Company upon exercise of Warrants would violate the securities laws of the United States, certain states thereof or other jurisdictions. The Company has agreed to use its best efforts to cause a registration statement to continue to be effective during the term of the Warrants with respect to such sales under the Securities Act of 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWSand to take such action under the laws of various states as may be required to cause the sale of securities upon exercise to be lawful. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant Certificate, with or without other Certificates, upon surrender to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreementthe Warrant Agent, dated as any successor warrant agent or, in the absence of February [●]any successor warrant agent, 2024, by and among at the corporate offices of the Company, ARYA Sciences Acquisition Corp IVmay be exchanged for another Warrant Certificate or Certificates evidencing in the aggregate the same number of Warrants as the Warrant Certificate or Certificates so surrendered. If the Warrants evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Certificates evidencing the number of Warrants not so exercised. No holder of this Warrant Certificate, as such, shall be entitled to vote, receive dividends or be deemed the holder of Common Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose whatever, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder of this Warrant Certificate, as such, any of the rights of a Cayman Islands exempted companyshareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof or give or withhold consent to any corporate action (whether upon any matter submitted to shareholders at any meeting thereof, or give or withhold consent to any merger, recapitalization, issuance of shares, reclassification of shares, change of par value or change of shares to no par value, consolidation, conveyance or otherwise) or to receive notice of meetings or other actions affecting shareholders (except as provided in the Warrant Agreement) or to receive dividends or subscription rights or otherwise until the Warrants evidenced by this Warrant Certificate shall have been exercised and the Common Shares purchasable upon the exercise thereof shall have become deliverable as provided in the Warrant Agreement. If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company’s Common Shares or other class of shares purchasable upon the exercise of the Warrants evidenced by this Warrant Certificate are closed for any purpose, the Company shall not be required to make delivery of certificates for shares purchasable upon such transfer until the date of the reopening of said transfer books. Every holder of this Warrant Certificate by accepting the same consents and agrees with the Company, the Warrant Agent, and with every other holder of a Warrant Certificate that: (a) this Warrant Certificate is transferable on the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee registry books of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, Inc., a Delaware corporation (the “Company”), at the Warrant Price, all as set forth above and subject to the provisions and Agent only upon the terms and conditions set forth in the Warrant Agreement, and (b) the Company and the Warrant Agent may deem and treat the person in whose name this Warrant Certificate is registered as the absolute owner hereof (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Company or the Warrant Agent) for all purposes whatever and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. The Company shall not be required to issue or deliver any certificate for Common Shares or other securities upon the exercise of Warrants evidenced by this Warrant Certificate until any tax which may be payable in respect thereof by the holder of this Warrant Certificate pursuant to the Warrant Agreement shall have been paid, such tax being payable the holder of this Warrant Certificate at the time of surrender. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent. WITNESS the facsimile signatures of the proper officer of the Company. Dated: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LTD. By: Name: Title: Countersigned: MELLON INVESTOR SERVICES LLC as Warrant Agent By: Name: Title: [TO BE PRINTED ON BACK OF CERTIFICATE] The undersigned holder hereby exercises the right to purchase common shares (the “Warrant Shares”) of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LTD., a Bermuda company (the “Company”), evidenced by the attached Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Warrant.

Appears in 2 contracts

Sources: Warrant Agreement (Foster Wheeler Inc), Warrant Agreement (Foster Wheeler LTD)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, the holder __________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as followsDate: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:____________________, ______ E-mail Address:_____________________ Name of Registered Holder Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs ______________ Securities Transfer Corporation to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in accordance with effect, at any time or times on or after [ ] (the Transfer Agent Instructions “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________, 202_, from 2023 (the “Subscription Date”) by and between the Company and acknowledged Chardan Capital Markets, LLC, as representative of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and agreed to by (iii) the Company’s prospectus dated as of _______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, Inc., a Delaware corporation (the “Company”), at the Warrant Price, all as set forth above and subject to the provisions and upon the terms and conditions set forth in this Warrant2023.

Appears in 2 contracts

Sources: Underwriting Agreement (Sonnet BioTherapeutics Holdings, Inc.), Underwriting Agreement (Sonnet BioTherapeutics Holdings, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, the holder __________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as followsDate: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:____________________, ______ E-mail Address:_____________________ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs ______________ Securities Transfer Corporation to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in accordance with effect, at any time or times on or after [ ] (the Transfer Agent Instructions “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of __________, 202_, from 2023 (the “Subscription Date”) by and between the Company and acknowledged Chardan Capital Markets, LLC and agreed to by Ladenburg T▇▇▇▇▇▇▇ & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act of 1933, as amended (the “Registration Statement”) and (iii) the Company’s prospectus dated as of _______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, Inc., a Delaware corporation (the “Company”), at the Warrant Price, all as set forth above and subject to the provisions and upon the terms and conditions set forth in this Warrant2023.

Appears in 2 contracts

Sources: Underwriting Agreement (Sonnet BioTherapeutics Holdings, Inc.), Underwriting Agreement (Sonnet BioTherapeutics Holdings, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holderthe Holder __________ Warrant Shares in accordance with the terms of the Warrant Agent Agreement and, or its designee or agent as specified belowafter delivery of such Warrant Shares, _____________ shares of Common Stock in accordance with the terms of Warrant Shares remain subject to the Warrant. Delivery of Warrant Shares shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following registered account which held the Warrant. Print name and to of the following addressholder of the Warrant: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:________________________________________ Facsimile:Signature: __________________________________________ E-mail Address:Print name of signatory and title if the investor is a legal entity: _________________________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by Date: _______________. By______________ Email Address: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT ____________________________________________________________________ FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇VALUE RECEIVED, INC. (THE “COMPANY”)the undersigned registered holder hereby sells, ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, assigns and transfers unto ________ Warrants to purchase shares of common stock of Incannex Healthcare Inc., a Delaware corporation corporation, evidenced by the attached Warrant Certificate held by the undersigned, together with all right, title and interest therein. Contact Information of Registered Holder: Phone: Mailing Address: E-Mail Address: Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. Certificate No.: G-[●] CUSIP No.: n/a Number of SharesWarrants: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: November 28, 2023 This certifies that [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock ] (“WarrantHolder) ), or its registered assigns, is issued pursuant to that certain Subscription Agreement, dated as the registered owner of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder number of Warrants set forth above (as may be further amended and/or modified and in effect from time to time, the “Subscription AgreementWarrants”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled Each Warrant entitles its registered holder to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, from Incannex Healthcare Inc., a Delaware corporation (the “Company”), at any time prior to 5:00 P.M. (New York City time) on April 30, 2026, one share of common stock, par value $0.0001 per share, of the Company (each, a “Warrant Share” and collectively, the “Warrant Shares”), at an exercise price of $16.44 per Warrant Share, subject to possible adjustments as provided in the Warrant Price, all Agency Agreement (as defined below). The terms and conditions of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth above in the Warrant Agency Agreement, dated as of December 29, 2023 (the “Warrant Agency Agreement”) between the Company and subject Computershare Trust Company, N.A. and Computershare Inc. (jointly, the “Warrant Agent”), which Warrant Agency Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. A copy of the Warrant Agency Agreement is available for inspection during business hours at the office of the Warrant Agent. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the provisions and upon Warrant Agency Agreement. In the event of any discrepancy or inconsistency between the terms and conditions set forth of the Warrant Agency Agreement, the terms and conditions of the Warrant Certificate shall prevail, govern and control; provided that the terms of the Warrant Agency Agreement control and supersede any provision in the Warrant Certificate concerning the duties, liabilities, obligations and immunities of the Warrant Agent. The Company and the Warrant Agent may deem and treat the registered Holder(s) hereof as the absolute owner(s) of this WarrantWarrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a holder of Common Stock of the Company. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Warrant Agent.

Appears in 1 contract

Sources: Warrant Agent Agreement (Incannex Healthcare Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, the holder __________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as followsDate: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:____________________, ______ E-mail Address:_____________________ Name of Registered Holder Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs ______________ Securities Transfer Corporation to issue the above indicated number of shares of Common Stock in accordance with on or prior to the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________applicable Share Delivery Date. By: Name: Title: WARRANT NUMBERWarrant No.: A-[_[ ] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2024 (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE COMPANYIssuance Date), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja HoldcoSonnet BioTherapeutics Holdings, Inc., a company organized under the law of Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription AgreementCompany”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, hereby certifies that, for good and valuable consideration, [HOLDER] the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (together with any successor or permitted assignee or transferee of this Warrant, the “Holder”) ), is entitled entitled, subject to the terms set forth below, to purchase up to from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ], 2024 (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ], 2029, ([●] shares of ]) fully paid and non-assessable common stockshares of Common Stock (as defined below), par value $0.0001 per share subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common StockStock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of Aja Holdco, Inc., a Delaware corporation the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of [_], 2024 (the “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC, as representative of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number: 333-282850) under the Securities Act of 1933, as amended (the “Registration Statement)) and (iii) the Company’s prospectus dated as of [_], at the Warrant Price, all as set forth above and subject to the provisions and upon the terms and conditions set forth in this Warrant2024.

Appears in 1 contract

Sources: Underwriting Agreement (Sonnet BioTherapeutics Holdings, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock the holder Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder---------- Date: , or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: --------------- -- ------ ------------------------------------- Name of Registered Holder By: ------------------------------ Name: Title: Tax ID:____________________________ Facsimile:__________________________ E-mail Address:_____________________ The Company ACKNOWLEDGMENT Gottbetter & Partners, LLP hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of will transfer shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________Stock. -------------------- GOTTBETTER & PARTNERS. LLP By: ------------------------------------- Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN NEITHER THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV ISSUANCE AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) SALE OF THE HOLDER OR WITH SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISEABLE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES SECURITIES MAY NOT BE OFFERED FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFEREDSALE, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY ASSIGNED (I) TO IN THE COMPANY OR A SUBSIDIARY THEREOF, ABSENCE OF (IIA) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER FOR THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (IVB) AN OPINION OF COUNSEL, IN A TRANSACTION GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS EXEMPT FROM NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE REGISTRATION REQUIREMENTS OF FOREGOING, THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL MAY BE ENTITLED PLEDGED PURSUANT TO CERTAIN REGISTRATION RIGHTS AS SET FORTH AN AVAILABLE EXEMPTION UNDER THE SUBSCRIPTION AGREEMENT1933 ACT IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. CompanyCHARYS HOLDING COMPANY, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: Aja Holdco, Inc., a Delaware corporation 006 Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as Shares of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”): 333,333 Date of Issuance: May 19, of Aja Holdco2006 ("ISSUANCE DATE") Charys Holding Company, Inc., a Delaware corporation (the "COMPANY"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, UBS O'CONNOR LLC F/B/O O'CONNO▇ ▇▇▇▇▇ CORPORATE ▇▇▇▇▇▇▇IES MASTER LTD., the registered holder hereof or its permitted assigns (the "HOLDER"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the "WARRANT"), at any time or times on or after the date hereof but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below), Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three (333,333) fully paid nonassessable shares of Common Stock (as defined below) (the "WARRANT SHARES"). Except as otherwise defined herein, capitalized terms in this Warrant Price, all as set forth above and subject to shall have the provisions and upon the terms and conditions meanings set forth in this WarrantSection 16. This Warrant is one of the Warrants to purchase Common Stock (the "SPA WARRANTS") issued pursuant to Section 1 of that certain Securities Purchase Agreement, dated as of May 19, 2006 (the "SUBSCRIPTION DATE"), by and among the Company and the investors (the "BUYERS") referred to therein (the "SECURITIES PURCHASE AGREEMENT").

Appears in 1 contract

Sources: Securities Purchase Agreement (Charys Holding Co Inc)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, the holder __________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to HolderDate: _______________ __, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: ______ Name of Registered Holder By: Name: Title: Tax ID:____________________________ FacsimileName: Title: Warrant No.: Number of Common Shares:_____________ Date of Issuance: March 22, 2013 ("Issuance Date") Intellipharmaceutics International Inc., a corporation existing under the laws of Canada (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [BUYER], the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Shares (including any Warrants to Purchase Common Shares issued in exchange, transfer or replacement hereof, the "Warrant"), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ E-mail Address:(_____________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of )1 fully paid nonassessable Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described provided herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This (the "Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”Shares"). Capitalized terms used herein but not Except as otherwise defined herein, capitalized terms in this Warrant, shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, Inc., a Delaware corporation (the “Company”), at the Warrant Price, all as set forth above and subject to the provisions and upon the terms and conditions set forth in this WarrantSection 21. This Warrant is one of the Warrants to Purchase Common Shares (the "Warrants") issued pursuant to (i) the Company's Registration Statement on Form F-3, as amended (File number 333-178190) (the "Registration Statement") and (ii) the Company's prospectus supplement dated as of March [ ], 2013.

Appears in 1 contract

Sources: Placement Agent Agreement (Intellipharmaceutics International Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holderthe Holder __________ Warrant Shares in accordance with the terms of the Warrant Agent Agreement and, or its designee or agent as specified belowafter delivery of such Warrant Shares, _____________ shares of Common Stock in accordance with the terms of Warrant Shares remain subject to the Warrant. Delivery of Warrant Shares shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following registered account which held the Warrant. Print name of the holder of the Warrant: _________________________________ Signature: ________________________________________ Print name of signatory and to title if the following addressinvestor is a legal entity: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows_________________________________ Date: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID______________________ Email Address:____________________________ Facsimile:____________________________________________ E-mail Address:_____________FOR VALUE RECEIVED, the undersigned registered holder hereby sells, assigns and transfers unto ________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ Warrants to issue the above indicated number of purchase shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, common stock of Incannex Healthcare Inc., a Delaware corporation corporation, evidenced by the attached Warrant Certificate held by the undersigned, together with all right, title and interest therein. Contact Information of Registered Holder: Phone: Mailing Address: E-Mail Address: Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. Certificate No.: D-[●] CUSIP No.: n/a Number of SharesWarrants: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: November 28, 2023 This certifies that [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock ] (“WarrantHolder) ), or its registered assigns, is issued pursuant to that certain Subscription Agreement, dated as the registered owner of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder number of Warrants set forth above (as may be further amended and/or modified and in effect from time to time, the “Subscription AgreementWarrants”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled Each Warrant entitles its registered holder to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, from Incannex Healthcare Inc., a Delaware corporation (the “Company”), at any time prior to 5:00 P.M. (New York City time) on December 31, 2025, one share of common stock, par value $0.0001 per share, of the Company (each, a “Warrant Share” and collectively, the “Warrant Shares”), at an exercise price of $18.74 per Warrant Share, subject to possible adjustments as provided in the Warrant Price, all Agency Agreement (as defined below). The terms and conditions of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth above in the Warrant Agency Agreement, dated as of December 29, 2023 (the “Warrant Agency Agreement”) between the Company and subject Computershare Trust Company, N.A. and Computershare Inc. (jointly, the “Warrant Agent”), which Warrant Agency Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. A copy of the Warrant Agency Agreement is available for inspection during business hours at the office of the Warrant Agent. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the provisions and upon Warrant Agency Agreement. In the event of any discrepancy or inconsistency between the terms and conditions set forth of the Warrant Agency Agreement, the terms and conditions of the Warrant Certificate shall prevail, govern and control; provided that the terms of the Warrant Agency Agreement control and supersede any provision in the Warrant Certificate concerning the duties, liabilities, obligations and immunities of the Warrant Agent. The Company and the Warrant Agent may deem and treat the registered Holder(s) hereof as the absolute owner(s) of this WarrantWarrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a holder of Common Stock of the Company. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Warrant Agent.

Appears in 1 contract

Sources: Warrant Agent Agreement (Incannex Healthcare Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if after the Liquidity Event and requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Date: _____________ __, Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:__________________________ E-mail Address:_____________________ The Company (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby acknowledges this Exercise Notice and hereby directs assigned to Name: (Please Print) Address: (Please Print) Phone Number: Dated: ______________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _, _________, 202_, from the Company and acknowledged and agreed to by ___ Email Address: Holder’s Signature: _______________. By______________ Holder’s Address: Name: Title: WARRANT NUMBER: A-[_] _____________________________ NEITHER THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT SECURITY NOR THE SECURITIES FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF WHICH THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE WRITTEN CONSENT SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE ANY STATE IN RELIANCE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES ACT OR PURSUANT TO REGULATION S UNDER THE SECURITIES ACT AN AVAILABLE EXEMPTION FROM, OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, ACT AND IN EACH CASE IN COMPLIANCE ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION . THIS SECURITY AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. THIS COMMON STOCK PURCHASE WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (the “Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THATcertifies that, for good and valuable considerationvalue received, [HOLDER] Walleye Opportunities Master Fund Ltd or its assigns (together with any successor or permitted assignee or transferee of this Warrant, the “Holder”) is entitled entitled, upon the terms and subject to purchase up to [●] shares of fully paid the limitations on exercise and non-assessable common stockthe conditions hereinafter set forth, par value $0.0001 per share at any time on or after the date hereof (the “Common StockInitial Exercise Date)) and on or prior to 5:00 p.m. (New York City time) on April 21, of Aja Holdco2025 (the “Termination Date”) but not thereafter, Inc.to subscribe for and purchase from SINGLEPOINT, INC., a Delaware Nevada corporation (the “Company”), at up to 50% of the number of shares of Common Stock issuable under the Note or following an Event of Default, up to 75% of the number of shares of Common Stock issuable under the Note (as subject to adjustment hereunder, the “Warrant Shares”). For purposes of calculating the number of Warrant Shares issuable hereunder only, the number of shares of Common Stock issuable under the Note shall be deemed to equal (x) 100% of the original principal amount plus any actual unpaid accrued interest on the Note on the date of such calculation divided by (y) the Conversion Price. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, all as set forth above and subject defined in Section 2(b). For the avoidance of doubt, the Holder shall be able to exercise its rights under this Warrant whether or not it elects to convert the provisions and upon the terms and conditions set forth in this WarrantNote into Common Stok.

Appears in 1 contract

Sources: Securities Purchase Agreement (SinglePoint Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, the holder __________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to HolderDate: _______________ __, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: ______ Name of Registered Holder Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Globex Transfer, LLC to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. ONDAS HOLDINGS INC. By: Name: Title: Tax ID:FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to Address: Phone Number Email Address: Dated: ________________________________ Facsimile:____________________, ______ E-mail Holder’s Address:_____________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number : Exhibit C Warrant No.: Number of shares Shares of Common Stock in accordance with the Transfer Agent Instructions dated _______Stock: Date of Issuance: October __, 202_2025 (“Issuance Date”) Ondas Holdings Inc., from a company organized under the Company and acknowledged and agreed to by _______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE laws of State of Nevada (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE the COMPANYCompany”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAThereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER] ], the registered holder hereof or its permitted assigns (together with any successor or permitted assignee or transferee of this Warrant, the “Holder”) ), is entitled entitled, subject to the terms set forth below, to purchase up to [●from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] shares of fully paid and non-assessable common stockshares of Common Stock (as defined below), par value $0.0001 per share subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to purchase Common StockStock (including any Warrants to purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 11. This Warrant is one of Aja Holdco, Inc., a Delaware corporation the Warrants to purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of October __, 2025 (the “Subscription Date”) by and between the Company and ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc., as representative of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-3ASR (File No. 333-290121) (the “Registration Statement)) and (iii) the Company’s prospectus supplement dated as of October __, at the Warrant Price, all as set forth above and subject to the provisions and upon the terms and conditions set forth in this Warrant2025.

Appears in 1 contract

Sources: Underwriting Agreement (Ondas Holdings Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock the holder Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made DATED: (Signature must conform in all respects to Holder, or for its benefit, name of the Holder as follows: Check here if requesting delivery as a certificate to specified on the following name and to face of the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Warrant) Registered Holder ByAddress: Name: Title: Tax ID:____________________________ Facsimile:__________________________ EFORM OF LOCK-mail Address:_____________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue UP AGREEMENT Canaccord Genuity LLC Cormark Securities Inc. As Representatives of the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY Aseveral Underwriters c/o Canaccord Genuity LLC ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”)▇▇▇▇ Floor Suite 3000 Boston, ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933Massachusetts 02109 c/o Cormark Securities Inc. Royal Bank Plaza North Tower, AS AMENDED (THE “SECURITIES ACT”)Suite 1800 Toronto, OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOFON, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOFM5J 2J2 Re: Contango ORE, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWSInc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share representatives (the “Common StockRepresentatives) of the several Underwriters (as defined below), of Aja Holdcopropose to enter into an underwriting agreement (the “Underwriting Agreement”) with Contango ORE, Inc., a Delaware corporation (the “Company”), at providing for the Warrant Pricepublic offering (the “Public Offering”) by the several underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), all as of common stock, $0.01 par value per share (the “Common Stock”), and/or other securities of the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In recognition of the benefit that the Public Offering will confer upon the undersigned as a securityholder and/or officer and/or a director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, during the period ending 90 days after the date of the prospectus relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock without the prior written consent of the Representatives, in each case other than (A) transfers of shares of Common Stock as a bona fide gift or gifts, (B) transfers to any trust for the direct or indirect benefit of the undersigned or a member of the immediate family (as defined below) of the undersigned in a transaction not involving the disposition for value, (C) transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary, or a member of the immediate family of the undersigned, (D) transfers of Common Stock to a charity or educational institution; (E) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Common Stock to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or (ii) distributions of Common Stock to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (F) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer or distribution pursuant to clause (A), (B), (C), (D), (E) or (F) each donee or distributee shall execute and deliver to the Representatives a lock-up agreement in substantially the same form as this Letter Agreement; provided that in the case of any transfer pursuant to clause (A), (B) or (C), the recipient shall not be required to execute a lock-up agreement in substantially the same form as this Letter Agreement if the recipient receives 5,000 shares of Common Stock or less and the recipient is, or the transfer is for the benefit of, an immediate family member of the undersigned; provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Period); (G) the receipt by the undersigned from the Company of Common Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer of Common Shares or any securities convertible into Common Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-Up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made and, provided further, that the Plan Shares shall be subject to the provisions terms of this Letter Agreement; (H) the transfer of Common Stock pursuant to agreements described in the Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (I) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Lock-Up Period and upon (ii) to the terms extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Lock-Up Period; (J) the transfer of Common Stock that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and conditions set forth deliver a lock-up agreement substantially in the form of this Letter Agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (K) the transfer of Common Stock pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Shares involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Common Stock owned by the undersigned shall remain subject to the restrictions contained in this WarrantLetter Agreement. For purposes of clause (i) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Contango ORE, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, the holder __________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as followsDate: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:____________________, ______ E-mail Address:_____________________ Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with on or prior to the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________applicable Share Delivery Date. By: Name: Title: WARRANT NUMBERSee attached. Warrant No.: A-_______ Number of Shares of Common Stock: 1,000,000 Date of Issuance: [_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE __], 2018 (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE COMPANYIssuance Date), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja HoldcoCleanSpark, Inc., a Delaware corporation Number company organized under the laws of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock Nevada (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription AgreementCompany”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged , [HOLDER] ], the registered holder hereof or its permitted assigns (together with any successor or permitted assignee or transferee of this Warrant, the “Holder”) ), is entitled entitled, subject to the terms set forth below, to purchase up to [●from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] shares of (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), one million (1,000,000) fully paid and non-assessable common stockshares of Common Stock (as defined below), par value $0.0001 per share subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common StockStock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of Aja Holdco, Inc., a Delaware corporation the Warrants to Purchase Common Stock (the “CompanyWarrants)) issued pursuant to that certain Asset Purchase Agreement, at dated as of [___], 2018, by and between the Warrant Price, all as set forth above Company and subject to the provisions and upon the terms and conditions set forth in this WarrantHolder.

Appears in 1 contract

Sources: Asset Purchase Agreement (Pioneer Power Solutions, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, the holder __________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to HolderDate: _______________ __, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: ______ Name of Registered Holder By: Name: Title: Tax IDThe Company hereby acknowledges this Exercise Notice and hereby directs VStock Transfer to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated May 7, 2015 from the Company and acknowledged and agreed to by VStock Transfer. By:____________________________ Facsimile:__________________________ E-mail Address:_____________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________. By: Name: Title: WARRANT NUMBERTO: A-[Empery Tax Efficient, LP, as Collateral Agent and The buyers of senior secured notes and common stock purchase warrants of Ener-Core, Inc., pursuant to the Securities Purchase Agreement dated as of May _] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE _, 2015, by and among Ener-Core, Inc. and the buyers set forth therein. Ladies and Gentlemen: We have acted as counsel to Ener-Core, Inc., a Nevada corporation (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE the COMPANYCompany), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdcoand Ener-Core Power, Inc., a Delaware corporation Number (the “Subsidiary”), in connection with the offer and sale by the Company of Shares: [●] Class: Common stockits senior secured notes (the “Notes”), par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock and warrants (“WarrantWarrants”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable its common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, Inc., a Delaware corporation to the buyers (the “CompanyBuyers), at ) in the Warrant Price, all as set forth above and subject to the provisions and upon the terms and conditions amounts set forth in the Schedule of Buyers attached to the Securities Purchase Agreement dated as of May __, 2015 (the “Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Purchase Agreement. In giving this Warrant.opinion, we have examined: (a) The Purchase Agreement; (b) The Notes (as issued pursuant to the Purchase Agreement on May __, 2015); (c) The Warrants (as issued pursuant to the Purchase Agreement on May __, 2015); (d) The First Amendment to the Guaranty dated May __, 2015 (the “Guaranty Amendment”); (e) The Guaranty dated April 23, 2015, made by the Subsidiary in favor of and for the benefit of the Buyers (the “Guaranty” and as amended by the Guaranty Amendment, the “Amended Guaranty”); (f) The First Amendment to the Security Agreement dated May __, 2015 (the “Security Agreement Amendment”); (g) The Pledge and Security Agreement dated April 23, 2015, made by the Company in favor of the Collateral Agent for the benefit of the Buyers (the “Security Agreement” and as amended by the Security Agreement Amendment, the “Amended Security Agreement”); May __, 2015 (h) The First Amendment to the Securities Purchase Agreement dated May __, 2015 by and among the Company and the April 2015 Required Holders (the “April 2015 SPA Amendment”); (i) The Securities Purchase Agreement dated April 22, 2015 by and among the Company and the April 2015 Buyers (the “April 2015 SPA” and as amended by the April 2015 SPA Amendment, the “Amended April 2015 SPA”); (j) The Uniform Commercial Code (“UCC”) financing statements attached hereto as Exhibit A naming the Company and the Subsidiary as Debtor and the Collateral Agent as secured party with respect to the Collateral pledged by the Company pursuant to the Security Agreement, filed with the Secretary of State of the State of Nevada and the State of Delaware (the “Financing Statements”); (k) The Perfection Certificate dated May __, 2015 executed by the Company for the benefit of Buyers and the Collateral Agent; (l) Articles of Incorporation of the Company, as amended (the “Articles”); (m) Bylaws of the Company, as amended; (n) Written Consent of the Company’s Board of Directors approving the Agreements and the transactions thereunder; (o) Certificate of Incorporation of the Subsidiary, as amended (the “Certificate”); (p) Bylaws of the Subsidiary, as amended; (q) Written Consent of the Subsidiary’s Board of Directors approving the Agreements of which the Subsidiary is a party and the transactions thereunder; and (r) A Back-up Officer’s Certificate executed by the Company as of May __, 2015, covering various factual matters as to which the opinions herein relate (the “Opinion Certificate”). Items (a) through (i) are sometimes hereinafter referred to collectively as the “Agreements”. We have also examined such other matters of law, and originals or copies of such other documents, corporate records and other materials, that we consider relevant for purposes of this opinion. In giving this opinion, we have assumed, with your permission, the genuineness of all signatures, the legal capacity of natural persons and the authenticity and completeness of all documents we have examined. As to questions of fact relevant to this opinion, with your permission and without any independent investigation or verification, we have relied upon, and assumed the accuracy of, the representations and warranties of each party in the Agreements and have relied upon certificates of officers of the Company and written statements of certain public officials which we consider necessary or advisable for the purpose of rendering this opinion. May __, 2015 For purposes of this opinion, we are assuming that the Buyers have all requisite power and authority, and have taken any and all necessary corporate, partnership or limited liability company action, to execute and deliver the Agreements, and we are assuming that the representations and warranties made by the Buyers in the Agreements and pursuant thereto are true and correct. We are also assuming that the Buyers have purchased the Notes and Warrants for value, in good faith and without notice of any adverse claims within the meaning of the UCC in effect in the State of Delaware (“Delaware UCC”) and that there are no other extrinsic agreements or understandings among the parties to the Agreements that would modify or otherwise interpret the terms thereof. We also have assumed, with your permission and without any independent verification, compliance by each party to the Agreements with its agreements in the respective Agreements, and that each of the Agreements constitutes the legal, valid and binding obligation of each party to it (other than the Company and the Subsidiary) and is enforceable against each such party in accordance with its terms. We note that some of the Agreements provide that they are to be governed by the law of the State of New York. Except with respect to those portions of the Agreements that are governed by the Delaware General Corporation Law, our opinions regarding the validity, binding effect, and enforceability of the Agreements are given as though each of the Agreements were governed by the internal laws of the State of California. We call your attention to the fact that the Company is incorporated in the State of Nevada and the Subsidiary is incorporated in the State of Delaware and that the Company and the Subsidiary may hold assets in foreign countries and own securities of companies organized under the laws of foreign jurisdictions. For purposes of this opinion, we have assumed with your permission that the laws of the State of Nevada are identical to those of the State of California. We render no opinion with regard to the applicability of any foreign laws. We express no opinion except to the extent that Article 9 of the Delaware UCC governs the creation or perfection of the security interests referred to in this opinion. As used in this opinion, the expression “to our knowledge”, “known to us” or similar language with reference to matters of fact means that, after an examination of documents made available to us by the Company, and after inquiries of officers of the Company, but without any further independent factual investigation, we find no reason to believe that the opinions expressed herein are factually incorrect. When reference is made in this opinion to our “knowledge” of certain matters or to matters “known to us”, it means the actual present knowledge and conscious awareness of those matters by the attorneys at our firm involved in acting as counsel to the Company. Except to the extent expressly set forth herein, we have not undertaken any independent investigation to determine the existence or absence of any fact, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the rendering of the opinion set forth below. May __, 2015 Our opinion set forth in paragraph 1 below with respect to the Company is given as of the date of, and is based solely upon, a Certificate of Good Standing from the Secretary of State of Nevada dated April 30, 2015, and the State of California dated April 29, 2015. Our opinion set forth in paragraph 1 below with respect to the Subsidiary is given as of the date of, and is based solely upon, a Certificate of Good Standing from the Secretary of State of Delaware dated April 29, 2015, and the State of California dated April 29, 2015. For purposes of the opinions contained in paragraph 10 below, we have assumed that each of the Company and the Subsidiary has rights in its personal property collateral. No opinion is being rendered (i) whether the properties described in any security agreement are the properties and interests intended to be covered thereby; (ii) the priority of any security interest; or (ii) with respect to a security interest in collateral consisting of a debtor's rights under any rule of law, statute or regulation, or contract, permit, license, franchise or other agreement containing any term, that prohibits, restricts, or requires the consent of any individual or entity (“Person”) to, the assignment or transfer of, or creation, attachment, or perfection of, a security interest in any such rights, and such prohibition or restriction has not been waived by, or such consent obtained from, such Person, or such prohibition or restriction is not ineffective pursuant to Sections 9-406 through 9-409 of the Delaware UCC. In addition we call your attention to the following insofar as Article 9 of the Delaware UCC is applicable: (i) the effectiveness of financing statements generally lapses five years from the date of filing unless a continuation statement is filed within six months prior to such termination in accordance with Section 9-515; (ii) Section 9-507(c) provides that if the name that a filed financing statement provides for a debtor becomes insufficient as the name of the debtor under Section 9-503(a) so that a filed financing statement becomes seriously misleading under Section 9-506, the filing is not effective to perfect a security interest in collateral acquired by the debtor more than four months after such change unless an amendment to the financing statement which renders the financing statement not seriously misleading is filed before the expiration of that period;

Appears in 1 contract

Sources: Securities Purchase Agreement (Ener-Core Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holderthe Holder __________ Warrant Shares in accordance with the terms of the Warrant Agent Agreement and, or its designee or agent as specified belowafter delivery of such Warrant Shares, _____________ shares of Common Stock in accordance with the terms of Warrant Shares remain subject to the Warrant. Delivery of Warrant Shares shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following registered account which held the Warrant. Print name and to of the following addressholder of the Warrant: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID_________________________________ Signature:_________________________________ Facsimile:Print name of signatory and title if the investor is a legal entity: _________________________________ E-mail Address:Date: _________________________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by Email Address: _______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT _______________________________________________________ FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇VALUE RECEIVED, INC. (THE “COMPANY”)the undersigned registered holder hereby sells, ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, assigns and transfers unto ________ Warrants to purchase shares of common stock of Incannex Healthcare Inc., a Delaware corporation corporation, evidenced by the attached Warrant Certificate held by the undersigned, together with all right, title and interest therein. Contact Information of Registered Holder: Phone: Mailing Address: E-Mail Address: Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. Certificate No.: B-[●] CUSIP No.: n/a Number of SharesWarrants: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: November 28, 2023 This certifies that [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock ] (“WarrantHolder) ), or its registered assigns, is issued pursuant to that certain Subscription Agreement, dated as the registered owner of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder number of Warrants set forth above (as may be further amended and/or modified and in effect from time to time, the “Subscription AgreementWarrants”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled Each Warrant entitles its registered holder to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, from Incannex Healthcare Inc., a Delaware corporation (the “Company”), at any time prior to 5:00 P.M. (New York City time) on August 4, 2025, one share of common stock, par value $0.0001 per share, of the Company (each, a “Warrant Share” and collectively, the “Warrant Shares”), at an exercise price of $45.37 per Warrant Share, subject to possible adjustments as provided in the Warrant Price, all Agency Agreement (as defined below). The terms and conditions of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth above in the Warrant Agency Agreement, dated as of December 29, 2023 (the “Warrant Agency Agreement”) between the Company and subject Computershare Trust Company, N.A. and Computershare Inc. (jointly, the “Warrant Agent”), which Warrant Agency Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. A copy of the Warrant Agency Agreement is available for inspection during business hours at the office of the Warrant Agent. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the provisions and upon Warrant Agency Agreement. In the event of any discrepancy or inconsistency between the terms and conditions set forth of the Warrant Agency Agreement, the terms and conditions of the Warrant Certificate shall prevail, govern and control; provided that the terms of the Warrant Agency Agreement control and supersede any provision in the Warrant Certificate concerning the duties, liabilities, obligations and immunities of the Warrant Agent. The Company and the Warrant Agent may deem and treat the registered Holder(s) hereof as the absolute owner(s) of this WarrantWarrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a holder of Common Stock of the Company. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Warrant Agent.

Appears in 1 contract

Sources: Warrant Agent Agreement (Incannex Healthcare Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, the holder __________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as followsDate: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:_______________ __, ______ ____________________ Facsimile:______Name of Registered Holder By: ____________________ E-mail Address:_____________________ Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs ______________ [INSERT NAME OF TRANSFER AGENT] to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated July ____, 2016 from the Company and acknowledged and agreed to by [INSERT NAME OF TRANSFER AGENT]. By:_________, 202_, from the Company and acknowledged and agreed to by _ Name: Title: _______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, INC. (THE “COMPANY”)▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Public Offering of Xenetic Biosciences, ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933Inc. Ladies and Gentlemen: The undersigned, AS AMENDED (THE “SECURITIES ACT”)an officer, OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number director or holder of Shares: [●] Class: Common common stock, par value $0.0001 0.01 per share Warrant Price: $10.00 per share(“Common Stock”), subject or rights to adjustment acquire Common Stock, of Xenetic Biosciences, Inc. (the “Company”), understands that you, as described herein Original Issue Date: [●]the underwriter, 2024 Expiration Date: [●]propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, 2029; see also Section 2.2 Subscription Agreement: This Warrant providing for the public offering (the “Offering”) by you of shares of Common Stock and warrants to Purchase purchase shares of Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to timetogether, the “Subscription AgreementSecurities”), pursuant to a registration statement on Form S-1 (as amended, the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”). Capitalized terms used herein but and not otherwise defined shall have the meanings assigned to them set forth in the Subscription Underwriting Agreement. THIS WARRANT CERTIFIES THATIn consideration of your agreement to enter into the Underwriting Agreement and to proceed with the Offering of the Securities, and for other good and valuable consideration, [HOLDER] receipt of which is hereby acknowledged, the undersigned hereby agrees for the benefit of the Company and you that, without your prior written consent, the undersigned will not, during the period commencing on the date hereof and ending ninety (together with any successor or permitted assignee or transferee of this Warrant, “Holder”90) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share days (the “Common StockLock-Up Period”) after the date of the final prospectus relating to the Offering (the “Prospectus”), directly or indirectly: (1) offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, any shares of Aja HoldcoCommon Stock or any securities convertible into or exercisable or exchangeable for Common Stock owned either of record or beneficially or may be deemed to be beneficially owned (as defined in the Securities Exchange Act of 1934, Inc.as amended, a Delaware corporation and the rules and regulations of the SEC promulgated thereunder (the “CompanyExchange Act”)) by the undersigned on the date hereof or hereafter acquired or (2) enter into any swap or other agreement that transfers, at in whole or in part, any of the Warrant Priceeconomic consequences of ownership of the Common Stock, all whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, or (4) publicly announce an intention to do any of the foregoing. The restrictions in the immediately preceding paragraph shall not apply to: (a) the sale of the Common Stock to be sold pursuant to the Underwriting Agreement; (b) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (i) as set forth above a bona fide gift, or gifts, (ii) to an immediate family member or a trust for the direct or indirect benefit of the undersigned or such immediate family member of the undersigned, or (iii) by will or intestacy; (c) equity securities issued pursuant to the Company’s equity incentive plans in effect as of the date hereof or pursuant to bona fide equity incentive plans hereafter established, and the exercise of options granted under the Company’s equity incentive plans; provided that the shares of Common Stock delivered upon such exercise are subject to the provisions and upon the terms and conditions restrictions set forth in this Warrant.the immediately preceding paragraph; (d) transfers of shares of Common Stock to the Company (i) as forfeitures to satisfy tax withholding and remittance obligations of the undersigned in connection with the vesting or exercise of equity awards granted pursuant to the Company’s equity incentive plans, or (ii) pursuant to a net exercise or cashless exercise by the stockholder of outstanding equity awards pursuant to the Company’s equity incentive plans; (e) the establishment of a trading plan that complies with Rule 10b5-1 under the Exchange Act; provided, however, that (i) the restrictions shall apply in full force to sales or other dispositions pursuant to such Rule 10b5-1 plan during the Lock-Up Period and (ii) no public announcement or disclosure of entry into such Rule 10b5-1 plan is made or required to be made, including any filing with the SEC under Section 13 or Section 16 of the Exchange Act; (f) transfers of shares of Common Stock to a charity or education institution; (g) if the undersigned is or, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Common Stock to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be; and (h) transactions relating to the Common Stock acquired in open market transactions after the completion of the Offering;

Appears in 1 contract

Sources: Underwriting Agreement (Xenetic Biosciences, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, the holder __________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to HolderDate: _______________ __, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: ______ Name of Registered Holder By: Name: Title: Tax ID:The Company hereby acknowledges this Exercise Notice and hereby directs Computershare Investor Services Inc. to issue the above indicated number of Common Shares in accordance with the Transfer Agent Instructions dated November [__], 2010 from the Company and acknowledged and agreed to Computershare Investor Services Inc. By: Name: Title: For value received, the undersigned hereby sells, transfers and assigns unto __________________________________________________________________ Facsimile:(please print name of transferee) of _________________________________ E-mail Address:_________________________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _________________________________ (please print address of transferee) __________________________________________________________ warrants represented (please insert number of warrants to be transferred) by the within certificate. ByDATED this ____ day of _____________________, 20_____. NOTICE: Name: Title: WARRANT NUMBER: A-[_] THE SIGNATURE TO THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (TRANSFER MUST CORRESPOND WITH THE NAME AS DEFINED IN WRITTEN UPON THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) FACE OF THE HOLDER WARRANT CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)ENLARGEMENT, OR ANY STATE SECURITIES LAWSCHANGE WHATEVER Warrants shall only be transferable in accordance with applicable laws and the resale of warrants and shares issuable upon exercise of warrants may be subject to restrictions under such laws. THE HOLDER HEREOFWarrant No.: ________ Number of Shares of Common Shares:_____________ Date of Issuance: November [___], BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY 2010 (I"Issuance Date") TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc.Dejour Enterprises Ltd., a Delaware corporation Number company organized under the laws of Shares: [●] Class: Common stockthe Province of British Columbia (the "Company"), par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAThereby certifies that, for good and valuable consideration, [HOLDER] the receipt and sufficiency of which are hereby acknowledged, the registered holder hereof or its permitted assigns (together with any successor or permitted assignee or transferee the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Shares (including any Warrants to Purchase Common Shares issued in exchange, transfer or replacement hereof, the "Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, Inc., a Delaware corporation (the “Company”"), at any time or times on or after the Warrant Pricedate hereof (the "Initial Exercisability Date"), all but not after 11:59 p.m., New York time, on the Expiration Date (as set forth above and defined below), 2,321,428 fully paid nonassessable Common Shares, without par value, subject to adjustment as provided herein (the provisions and upon "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant shall have the terms and conditions meanings set forth in this WarrantSection 16. This Warrant is one of the Warrants to purchase Common Shares (the "SPA Warrants") issued pursuant to Article II of that certain Securities Purchase Agreement, dated as of November 14, 2010 (the "Subscription Date"), by and among the Company and the investors (the "Buyers") referred to therein (the "Securities Purchase Agreement").

Appears in 1 contract

Sources: Securities Purchase Agreement (Dejour Enterprises LTD)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock the holder Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made DATED: (Signature must conform in all respects to Holder, or for its benefit, name of the Holder as follows: Check here if requesting delivery as a certificate to specified on the following name and to face of the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Warrant) Registered Holder ByAddress: Name: Title: Tax ID:____________________________ Facsimile:__________________________ EFORM OF LOCK-mail Address:_____________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue UP AGREEMENT Canaccord Genuity LLC As Representative of the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY Aseveral Underwriters c/o Canaccord Genuity LLC ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”)▇▇▇▇ ▇▇▇▇▇ Suite 3000 Boston, ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933Massachusetts 02109 Re: Contango ORE, AS AMENDED (THE “SECURITIES ACT”)Inc. —- Public Offering Ladies and Gentlemen: The undersigned understands that you, OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share representatives (the “Common StockRepresentatives) of the several Underwriters (as defined below), of Aja Holdcopropose to enter into an underwriting agreement (the “Underwriting Agreement”) with Contango ORE, Inc., a Delaware corporation (the “Company”), at providing for the Warrant Pricepublic offering (the “Public Offering”) by the several underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), all as of common stock, $0.01 par value per share (the “Common Stock”), and/or other securities of the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In recognition of the benefit that the Public Offering will confer upon the undersigned as a securityholder and/or officer and/or a director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, during the period ending 90 days after the date of the prospectus relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock without the prior written consent of the Representatives, in each case other than (A) transfers of shares of Common Stock as a bona fide gift or gifts, (B) transfers to any trust for the direct or indirect benefit of the undersigned or a member of the immediate family (as defined below) of the undersigned in a transaction not involving the disposition for value, (C) transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary, or a member of the immediate family of the undersigned, (D) transfers of Common Stock to a charity or educational institution; (E) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Common Stock to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or (ii) distributions of Common Stock to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (F) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer or distribution pursuant to clause (A), (B), (C), (D), (E) or (F) each donee or distributee shall execute and deliver to the Representatives a lock-up agreement in substantially the same form as this Letter Agreement; provided that in the case of any transfer pursuant to clause (A), (B) or (C), the recipient shall not be required to execute a lock-up agreement in substantially the same form as this Letter Agreement if the recipient receives 5,000 shares of Common Stock or less and the recipient is, or the transfer is for the benefit of, an immediate family member of the undersigned; provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Period); (G) the receipt by the undersigned from the Company of Common Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer of Common Shares or any securities convertible into Common Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-Up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made and, provided further, that the Plan Shares shall be subject to the provisions terms of this Letter Agreement; (H) the transfer of Common Stock pursuant to agreements described in the Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (I) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Lock-Up Period and upon (ii) to the terms extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Lock-Up Period; (J) the transfer of Common Stock that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and conditions set forth deliver a lock-up agreement substantially in the form of this Letter Agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (K) the transfer of Common Stock pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Shares involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Common Stock owned by the undersigned shall remain subject to the restrictions contained in this WarrantLetter Agreement. For purposes of clause (i) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Contango ORE, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock the holder Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder---------- Date: , or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: --------------- -- ------ ------------------------------------ Name of Registered Holder By: ------------------------------- Name: Title: Tax ID:____________________________ Facsimile:__________________________ E-mail Address:_____________________ The Company ACKNOWLEDGMENT Gottbetter & Partners, LLP hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of will transfer shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________Stock. -------------------- GOTTBETTER & PARTNERS. LLP By: ------------------------------------- Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN NEITHER THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV ISSUANCE AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) SALE OF THE HOLDER OR WITH SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISEABLE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES SECURITIES MAY NOT BE OFFERED FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFEREDSALE, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY ASSIGNED (I) TO IN THE COMPANY OR A SUBSIDIARY THEREOF, ABSENCE OF (IIA) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER FOR THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (IVB) AN OPINION OF COUNSEL, IN A TRANSACTION GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS EXEMPT FROM NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE REGISTRATION REQUIREMENTS OF FOREGOING, THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL MAY BE ENTITLED PLEDGED PURSUANT TO CERTAIN REGISTRATION RIGHTS AS SET FORTH AN AVAILABLE EXEMPTION UNDER THE SUBSCRIPTION AGREEMENT1933 ACT IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. CompanyCHARYS HOLDING COMPANY, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: Aja Holdco, Inc., a Delaware corporation 002 Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as Shares of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”): 866,667 Date of Issuance: May 19, of Aja Holdco2006 ("ISSUANCE DATE") Charys Holding Company, Inc., a Delaware corporation (the "COMPANY"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ENABLE GROWTH PARTNERS LP, the registered holder hereof or its permitted assigns (the "HOLDER"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the "WARRANT"), at any time or times on or after the date hereof but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below), Eight Hundred Sixty Six Thousand Six Hundred Sixty-Seven (866,667) fully paid nonassessable shares of Common Stock (as defined below) (the "WARRANT SHARES"). Except as otherwise defined herein, capitalized terms in this Warrant Price, all as set forth above and subject to shall have the provisions and upon the terms and conditions meanings set forth in this WarrantSection 16. This Warrant is one of the Warrants to purchase Common Stock (the "SPA WARRANTS") issued pursuant to Section 1 of that certain Securities Purchase Agreement, dated as of May 19, 2006 (the "SUBSCRIPTION DATE"), by and among the Company and the investors (the "BUYERS") referred to therein (the "SECURITIES PURCHASE AGREEMENT").

Appears in 1 contract

Sources: Securities Purchase Agreement (Charys Holding Co Inc)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:__________________________ E-mail Address:_____________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_20 , from the Company and acknowledged and agreed to by _______________. By: Name: Title: WARRANT NUMBERSeries B Warrant No.: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE Date of Issuance: January [ ], 2010 (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇“Issuance Date”) Hydrogenics Corporation, INC. a corporation existing pursuant to the Canada Business Corporations Act (THE the COMPANYCompany”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAThereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, IROQUOIS MASTER FUND LTD., [HOLDER] OTHER BUYERS], the registered holder hereof or its permitted assigns (together with any successor or permitted assignee or transferee of this Warrant, the “Holder”) ), is entitled entitled, subject to the terms set forth below, to purchase up from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to [●] shares of fully paid and non-assessable common stockPurchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, par value $0.0001 per share (transfer or replacement hereof, the “Common Stock”), of Aja Holdco, Inc., a Delaware corporation (the “CompanyWarrant”), at any time or times on or after the Warrant Pricesix (6) month and one (1) day anniversary of the Issuance Date (the “Initial Exercise Date”), all but not after 4:59 p.m., New York time, on the Expiration Date (as set forth above and defined below), 3,258,057 (subject to adjustment as provided herein) fully paid and nonassessable shares of Common Stock (as defined below) (the provisions and upon “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the terms and conditions meanings set forth in this WarrantSection 16. This Warrant is one of the Warrants to Purchase Common Stock (the “SPA Warrants”) issued pursuant to Section 1 of that certain Securities Purchase Agreement, dated as of January 11, 2010, by and among the Company and the investors (the “Buyers”) referred to therein (the “Securities Purchase Agreement”).

Appears in 1 contract

Sources: Warrant Agreement (Hydrogenics Corp)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, the holder __________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as followsDate: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:____________________, ______ E-mail Address:_____________________ ----------------------------------- Name of Registered Holder By: ----------------------------------- Name: Title: ACKNOWLEDGMENT The Company hereby acknowledges this Exercise Notice and hereby directs ______________ American Stock Transfer and Trust Company to issue the above indicated number of shares of Class A Common Stock in accordance with the Transfer Agent Instructions dated _______May __, 202_, 2005 from the Company and acknowledged and agreed to by _______________American Stock Transfer and Trust Company. THE WET SEAL, INC. By: ----------------------------------- Name: Title: WARRANT NUMBER: A-[_] EXHIBIT 5 EXHIBIT C REGISTRATION RIGHTS AGREEMENT THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE REGISTRATION RIGHTS AGREEMENT (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”this "AGREEMENT"), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated entered into as of February [●]April 29, 20242005, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja HoldcoThe Wet Seal, Inc., a Delaware corporation (the “Company”"COMPANY") and the buyers listed on the Schedule of Buyers attached hereto as EXHIBIT A (each, a "BUYER" and, collectively, the "BUYERS"). THE PARTIES TO THIS AGREEMENT enter into this agreement on the basis of the following facts, intentions and understanding: A. The Company and the Buyers entered into that certain Securities Purchase Agreement, dated as of April 29, 2005 (the "SECURITIES PURCHASE AGREEMENT"), at and, upon the Warrant Price, all as set forth above terms and subject to the provisions conditions of the Securities Purchase Agreement, the Company has agreed to issue and upon sell to the Buyers an aggregate of (i) Twenty-Four Thousand Six Hundred (24,600) shares of the Company's Series C Convertible Preferred Stock, $0.01 par value (the "PREFERRED SHARES"), issued pursuant to the Company's Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock (the "CERTIFICATE OF Designations") related thereto, which shall be convertible into shares of Class A Common Stock of the Company (as converted, collectively, the "CONVERSION SHARES"), $0.10 par value per share (the "COMMON STOCK"), and (ii) Warrants (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the "WARRANTS") to purchase in the aggregate up to seven million five hundred thousand (7,500,000) shares of Common Stock (as exercised, collectively, the "WARRANT SHARES"). B. To induce the Buyers to execute and conditions set forth in this Warrantdeliver the Securities Purchase Agreement, the Company has agreed to provide certain registration rights to the Buyers under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the "1933 Act"), and applicable state securities laws.

Appears in 1 contract

Sources: Securities Purchase Agreement (Prentice Capital Management, LP)

Delivery of Warrant Shares. The Company shall deliver to the holder __________________ Warrant Shares in accordance with the terms of the Warrant. Date: (Print Name of Registered Holder) By: Name: Title: For Value Received, or its designee or agent as specified belowthe undersigned hereby sells, assigns, and transfers unto ____________________ the right to purchase _______________ shares of common stock of Cachet Financial Solutions, Inc., to which the within Warrant to Purchase Common Stock in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name relates and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:appoints ____________________________ Facsimile:________, as attorney-in-fact, to transfer said right on the books of Cachet Financial Solutions, Inc. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant. Dated: __________________ E-mail (Signature) * (Name) (Address:_____________________ ) (Social Security or Tax Identification No.) * The Company hereby acknowledges signature on this Exercise Notice and hereby directs ______________ Assignment of Warrant must correspond to issue the above indicated number name as written upon the face of shares of the Warrant to Purchase Common Stock in accordance every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and title(s) with the Transfer Agent Instructions dated _________such entity. NEITHER THIS NOTE NOR THE SECURITIES THAT ARE ISSUABLE UPON CONVERSION HEREOF OR UPON EXCHANGE HEREUNDER (COLLECTIVELY, 202_, from the Company and acknowledged and agreed to by _______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANYSECURITIES), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT NOR ANY INTEREST OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF PARTICIPATION THEREIN MAY BE OFFEREDOFFERED FOR SALE, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY ASSIGNED: (I) TO IN THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (II) AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN COMPANY, THAT REGISTRATION RIGHTS AS SET FORTH IS NOT REQUIRED UNDER THE SUBSCRIPTION AGREEMENTSECURITIES ACT. CompanyIssuance Date: Aja HoldcoJune 1, 2016 $1,052,632 (USD) For Value Received, Cachet Financial Solutions, Inc., a corporation incorporated under the laws of the State of Delaware corporation Number of Shares: [●] Class: Common stockand located at 1▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, par value $0.0001 per share Warrant Price: $10.00 per share▇▇▇▇▇▇▇▇▇▇, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, Inc., a Delaware corporation ▇▇ ▇▇▇▇▇ (the “Company”), at the Warrant Price, all as set forth above and subject hereby promises to pay to the provisions and upon order of Columbus Capital Partners, L.P. or its successors or assigns (as applicable, the “Holder”), the principal amount of $1,052,632 (USD), on or prior to June 1, 2017 (the “Maturity Date”), in accordance with the terms and conditions set forth in this Warranthereof. This Convertible Term Promissory Note is hereinafter referred to as the “Note.

Appears in 1 contract

Sources: Securities Purchase Agreement (Cachet Financial Solutions, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: ¨ Check here if requesting delivery as a certificate to the following name and to the following address: Issue to: ¨ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Participant: DTC Number: Account Number: Date: , Name of Registered Holder By: Name: Title: Tax ID:____________________________ : Facsimile:__________________________ : E-mail Address:_____________________ : The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_201 , from the Company and acknowledged and agreed to by _______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇PATRIOT NATIONAL, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS SERIES B WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF TO PURCHASE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933Warrant No.: Date of Issuance: December , AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock 2015 (“WarrantIssuance Date”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja HoldcoPatriot National, Inc., a Delaware corporation (the “Company”), at hereby certifies that, for good and valuable consideration, the Warrant Pricereceipt and sufficiency of which are hereby acknowledged, all as set forth above and [BUYER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the provisions terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date (the “Initial Exercise Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), (subject to adjustment as provided herein) fully paid and upon non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”, and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms and conditions in this Warrant shall have the meanings set forth in this WarrantSection 17. This Warrant is one of the Warrants to Purchase Common Stock (the “SPA Warrants”) issued pursuant to Section 1 of that certain Securities Purchase Agreement, dated as of December 13, 2015 (the “Subscription Date”), by and among the Company, a stockholder of the Company and the investors (the “Buyers”) referred to therein, as amended from time to time (the “Securities Purchase Agreement”).

Appears in 1 contract

Sources: Securities Purchase Agreement (Patriot National, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holderthe Holder __________ Warrant Shares in accordance with the terms of the Warrant Agent Agreement and, or its designee or agent as specified belowafter delivery of such Warrant Shares, _____________ shares of Common Stock in accordance with the terms of Warrant Shares remain subject to the Warrant. Delivery of Warrant Shares shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following registered account which held the Warrant. Print name of the holder of the Warrant: ________________________________ Signature: ________________________________ Print name of signatory and to title if the following addressinvestor is a legal entity: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID_________________________________ Date:_____________________________________ Facsimile:Email Address: _______________________________________________________________________ E-mail Address:_____________FOR VALUE RECEIVED, the undersigned registered holder hereby sells, assigns and transfers unto ________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ Warrants to issue the above indicated number of purchase shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, common stock of Incannex Healthcare Inc., a Delaware corporation corporation, evidenced by the attached Warrant Certificate held by the undersigned, together with all right, title and interest therein. Contact Information of Registered Holder: Phone: Mailing Address: E-Mail Address: Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. Certificate No.: C-[●] CUSIP No.: n/a Number of SharesWarrants: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: November 28, 2023 This certifies that [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock ] (“WarrantHolder) ), or its registered assigns, is issued pursuant to that certain Subscription Agreement, dated as the registered owner of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder number of Warrants set forth above (as may be further amended and/or modified and in effect from time to time, the “Subscription AgreementWarrants”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled Each Warrant entitles its registered holder to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, from Incannex Healthcare Inc., a Delaware corporation (the “Company”), at any time prior to 5:00 P.M. (New York City time) on August 4, 2025, one share of common stock, par value $0.0001 per share, of the Company (each, a “Warrant Share” and collectively, the “Warrant Shares”), at an exercise price of $50.30 per Warrant Share, subject to possible adjustments as provided in the Warrant Price, all Agency Agreement (as defined below). The terms and conditions of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth above in the Warrant Agency Agreement, dated as of December 29, 2023 (the “Warrant Agency Agreement”) between the Company and subject Computershare Trust Company, N.A. and Computershare Inc. (jointly, the “Warrant Agent”), which Warrant Agency Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. A copy of the Warrant Agency Agreement is available for inspection during business hours at the office of the Warrant Agent. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the provisions and upon Warrant Agency Agreement. In the event of any discrepancy or inconsistency between the terms and conditions set forth of the Warrant Agency Agreement, the terms and conditions of the Warrant Certificate shall prevail, govern and control; provided that the terms of the Warrant Agency Agreement control and supersede any provision in the Warrant Certificate concerning the duties, liabilities, obligations and immunities of the Warrant Agent. The Company and the Warrant Agent may deem and treat the registered Holder(s) hereof as the absolute owner(s) of this WarrantWarrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a holder of Common Stock of the Company. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Warrant Agent.

Appears in 1 contract

Sources: Warrant Agent Agreement (Incannex Healthcare Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, the Holder __________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to the Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:__________________________ E-mail Address:______Date: _______________ The Company hereby acknowledges this Exercise Notice and hereby directs ________, ______ By: Name: Title: The Company hereby acknowledges this Mandatory Exercise Notice and hereby directs American Stock Transfer & Trust Co., LLC to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated ______, 20___, 202_, _ from the Company and acknowledged and agreed to by American Stock Transfer & Trust Co., LLC. By: Name: Title: _______________. By_______ ______________________ ______________________ Attention: Name_____________ Ladies and Gentlemen: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject We are counsel to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja HoldcoPacific Ethanol, Inc., a Delaware corporation (the “Company”), at and have represented the Company in connection with that certain Senior Secured Note Amendment Agreement (the “Note Amendment Agreement”) entered into by and among the Company and the Holders named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders certain shares (“Shares”) of the Company’s common stock, $0.001 par value per share (the ”Common Stock”) and warrants (“Warrants”) exercisable for shares of Common Stock, and may issue additional shares of Common Stock (“Additional Common Shares”). Pursuant to the Note Amendment Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable pursuant to the terms of the Warrants (“Warrant PriceShares”), all under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form [S-1] (File No. 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling security holder thereunder. The names of the Selling Stockholders to whom this opinion relates and the numbers of Shares that each Selling Stockholder may resell under the Registration Statement are set forth above under the column “Shares to be Offered” in the section of the Registration Statement and Prospectus entitled “Selling Stockholders” in the column “Shares to be Offered Pursuant to the Registration Statement.” For purposes of this opinion, we have reviewed a copy of the Registration Statement and Prospectus, and such other and further information and documents as we have deemed advisable. In connection with the foregoing, we have examined copies of resolutions of the Board of Directors of the Company, the securities described in the Registration Statement and such other agreements, instruments and documents as we have deemed relevant or necessary as a basis for the opinions hereinafter set forth. In making such examination, we have assumed the genuineness of all signatures on all original documents and the conformity to original documents of all copies submitted to us as conformed, photostat or other copies. As to matters of fact material to such opinions, we have, when relevant facts were not independently established, relied upon statements and certificates furnished to us. Based upon and subject to the provisions foregoing, we render the following opinions: 1. The Registration Statement has become effective under the Act, and to the best of our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or threatened. 2. The Shares are, and upon due issuance of the Additional Common Shares in accordance with the terms of the Note Amendment Agreement, the Additional Common Shares will be, and conditions set forth upon due exercise of the Warrants in accordance with their terms including receipt of the consideration therefor, the Warrant Shares will be, duly and validly issued, fully paid and non-assessable, and not subject to the preemptive rights of any stockholder of the Company. As with any selling stockholders’ registration statement, the Shares, any Additional Common Shares and the Warrant Shares are restricted securities, but may be sold pursuant to the Registration Statement. The normal restrictive legend appearing thereto may be removed following the sale of such securities or the placement in street name of the selling broker in contemplation of imminent sale with the understanding that, if the sale is not consummated, the certificates will be returned to you for relegending. Notwithstanding the foregoing, we may in the future advise you as to certain institutional type investors or foreign investors from whose shares the restrictive legend may be removed prior to placement into street name based on their status. Our opinion shall not apply to resales occurring during any period that we or the Company may advise you in writing that the Registration Statement is not current. In such event, no resales of Shares, Additional Common Shares or Warrant Shares by Selling Stockholders shall be effected pursuant to our opinion until we confirm that our opinion may again be relied upon to effect resales by Selling Stockholders. This opinion is rendered to American Stock Transfer & Trust Company and is not to be relied upon by any other person. We undertake no responsibility to update this Warrantinformation to reflect facts occurring after the date hereof. Very truly yours, [ISSUER’S COUNSEL] By: Kinergy Marketing LLC, an Oregon limited liability company Pacific Ag Products, LLC, a California limited liability company Oregon Trail Logistics, LLC, a Delaware limited liability company Pacific Ethanol Development, LLC, a Delaware limited liability company Pacific Ethanol Central, LLC, a Delaware limited liability company Pacific Aurora, LLC, a Delaware limited liability company* Pacific Ethanol Aurora East, LLC, a Delaware limited liability company* Pacific Ethanol ▇▇▇▇▇▇ ▇▇▇▇, LLC, a Delaware limited liability company* Illinois Corn Processing, LLC, a Delaware limited liability company Pacific Ethanol Pekin, LLC, a Delaware limited liability company Pacific Ethanol Canton, LLC, a Delaware limited liability company PE Op. Co., a Delaware corporation Pacific Ethanol West, LLC, a Delaware limited liability company Pacific Ethanol Columbia, LLC, a Delaware limited liability company Pacific Ethanol Madera LLC, a Delaware limited liability company Pacific Ethanol Magic Valley, LLC, a Delaware limited liability company Pacific Ethanol Stockton LLC, a Delaware limited liability company (*) Pacific Ethanol, Inc. indirectly holds a 73.93% ownership interest in Pacific Aurora, LLC, which owns Pacific Ethanol Aurora East, LLC and Pacific Ethanol ▇▇▇▇▇▇ ▇▇▇▇, LLC. The Company has not timely filed its Current Report on Form 8-K for December 16, 2019. None. Schedule 3.1(s) to the Senior Secured Note Amendment Agreement is incorporated herein by reference. Schedule 3.1(s) to the Senior Secured Note Amendment Agreement is incorporated herein by reference. An enhanced property tax assessment and certain restrictive covenants encumbering the property located at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ for the benefit of CleanFund Commercial PACE Capital, Inc. (“CleanFund”) to secure CleanFund’s financing for Pacific Ethanol Madera LLC in the maximum amount of $10,000,000. Kinergy Marketing LLC’s and Pacific Ag Products, LLC’s obligations under the Second Amended and Restated Loan and Security Agreement dated August 2, 2017 among Kinergy Marketing LLC, Pacific Ag. Products, LLC, the parties thereto from time to time as Lenders, ▇▇▇▇▇ Fargo Bank, National Association and ▇▇▇▇▇ Fargo Capital Finance, LLC, as amended, are secured by a first-priority security interest in all of their assets. Pacific Ethanol Pekin, LLC’s obligations under the Credit Agreement dated December 15, 2016 among Pacific Ethanol Pekin, Inc., 1st Farm Credit Services, PCA and CoBank, ACB, are secured by a first-priority security interest in all of its assets. Illinois Corn Processing, LLC’s obligations under the Credit Agreement dated September 15, 2017 among Illinois Corn Processing, LLC, Compeer Financial, PCA and CoBank, ACB, are secured by a first-priority security interest in all of its assets. The Company’s obligations under the Existing Notes are secured pursuant to a Security Agreement dated December 15, 2016 (as amended) among the Company, Cortland Capital Market Services LLC and the holders of the Existing Notes. On July 17, 2019, the Company received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) indicating that the closing bid price of the Company’s common stock for the last 30 consecutive business days did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that the Company will be provided with a compliance period of 180 calendar days, or until January 13, 2020, in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A). The letter further provided that if, at any time during the 180-day period, the closing bid price of the Company’s common stock is at least $1.00 for a minimum of ten consecutive business days, Nasdaq will provide the Company with written confirmation that it has achieved compliance with the minimum bid price requirement. If the Company does not regain compliance by January 13, 2020, an additional 180 days may be granted to regain compliance if the Company (i) meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market (except for the bid price requirement) and (ii) provides written notice of its intention to cure the deficiency during the second 180-day compliance period. On May 24, 2013, GS CleanTech Corporation (“GS CleanTech”), filed a suit in the United States District Court for the Eastern District of California, Sacramento Division (Case No.: 2:13-CV-01042-JAM-AC), naming the Company as a defendant. On August 29, 2013, the case was transferred to the United States District Court for the Southern District of Indiana and made part of the pre-existing multi-district litigation involving GS CleanTech and multiple defendants. The suit alleged infringement of a patent assigned to GS CleanTech by virtue of certain corn oil separation technology in use at one or more of the ethanol production facilities in which the Company has an interest, including Pacific Ethanol Stockton LLC (“▇▇ ▇▇▇▇▇▇▇▇”), located in Stockton, California. The complaint sought preliminary and permanent injunctions against the Company, prohibiting future infringement on the patent owned by GS CleanTech and damages in an unspecified amount adequate to compensate GS CleanTech for the alleged patent infringement, but in any event no less than a reasonable royalty for the use made of the inventions of the patent, plus attorneys’ fees. The Company answered the complaint, counterclaimed that the patent claims at issue, as well as the claims in several related patents, are invalid and unenforceable and that the Company is not infringing. The Company does not itself use any corn oil separation technology and may seek a dismissal on those grounds. On March 17 and March 18, 2014, GS CleanTech filed suit naming as defendants two Company subsidiaries: ▇▇ ▇▇▇▇▇▇▇▇ and Pacific Ethanol Magic Valley, LLC (“PE Magic Valley”) as defendants. The claims were similar to those filed against the Company in May 2013. These two cases were transferred to the multi-district litigation division in United States District Court for the Southern District of Indiana, where the case against the Company was pending. Although ▇▇ ▇▇▇▇▇▇▇▇ and PE Magic Valley do separate and market corn oil, the Company, ▇▇ ▇▇▇▇▇▇▇▇ and PE Magic Valley strongly disagree that either of the subsidiaries use corn oil separation technology that infringes the patent owned by GS CleanTech. In a January 16, 2015 decision, the District Court for the Southern District of Indiana ruled in favor of a stipulated motion for partial summary judgment for the Company, ▇▇ ▇▇▇▇▇▇▇▇ and PE Magic Valley finding that all of the GS CleanTech patents in the suit are invalid and, therefore, not infringed. GS CleanTech has said it will appeal this decision when the remaining claim in the suit has been decided. The only remaining claim alleged that GS CleanTech inequitably conducted itself before the United States Patent and Trademark Office when obtaining the patents at issue. A trial in the District Court for the Southern District of Indiana was conducted in October 2015 on that single issue as well as whether GS CleanTech’s behavior during prosecution of the patents rendered this an “exceptional case” which would allow the District Court to award the defendants reimbursement of their attorneys’ fees expended for defense of the case. On September 15, 2016, the District Court issued an Order finding that GS CleanTech, the inventors and GS CleanTech’s counsel committed inequitable conduct in the prosecution of the GS CleanTech patents before the United States Patent and Trademark Office. As a result, the District Court issued a Final Judgment on September 15, 2016 dismissing with prejudice all of GS CleanTech’s cases against the defendants, including the Company, ▇▇ ▇▇▇▇▇▇▇▇ and PE Magic Valley. The District Court’s ruling of inequitable conduct results in the unenforceability of the GS CleanTech patents against third parties, and also enables the defendants to pursue reimbursement of their costs and attorneys’ fees from GS CleanTech and its counsel. GS CleanTech subsequently appealed the District Court’s finding that all of the GS CleanTech patents were invalid and its finding that the inventors and GS CleanTech’s counsel committed inequitable conduct. The appeal was heard by the Court of Appeals for the Federal Circuit on December 3, 2019, and the Court’s decision is pending. On October 11, 2016, Pacific Ethanol Pekin, LLC (“PE Pekin”) received a notice from the Illinois EPA (“IEPA”), citing a number of air quality violations. The notice arises out of self-reported deviations at the Dry Mill at Pekin in early 2016, specifically emissions from the Thermal Oxidizer (NOx), the CO2 Scrubber (VOM, Acetaldehyde), and the methanator flare. The Dry Mill was shut down in April 2016 primarily to address these issues, and among other things a new burner control system was installed in the boiler. All of the cited issues have been resolved except NOx emissions. PE Pekin has submitted an application for a permit modification, within whose parameters the Dry Mill will be able to operate without violating NOx standards. IEPA has agreed that the NOx issues can be resolved through the permit modification, and has suspended its enforcement action, pending processing of the application. On January 8, 2018, PE Pekin was sued by the State of Illinois at the request of the IEPA alleging certain violations of the Company’s waste water discharge permit and Section 301(a) of the Clean Water Act, 33 U.S.C. § 1311(a). PE Pekin had invited the suit in order to preempt a citizen suit being prepared by the Sierra Club and Prairie Rivers Network. The suit arises out of self-reported deviations from temperature, chlorine and ammonia limits in the Company’s National Pollutant Discharge Elimination System (NPDES) Permit. The chlorine and ammonia exceedances were transitory in nature and are not expected to be a serious issue. The thermal exceedances, however, were frequent during the summer months. PE Pekin has since obtained the results of a thermal mixing study, which provides the basis for the company to seek a modification of the Permit relaxing the thermal limits. On August 20, 2018, an agreed interim order was signed which stays the lawsuit and lays out the pathway to a final settlement of the case. On October 19, 2018, PE Pekin filed an application for an amendment to its NPDES Permit proposing alt

Appears in 1 contract

Sources: Senior Secured Note Amendment Agreement (Pacific Ethanol, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, the holder ______________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as followsDate: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:__________________________ E-mail Address:_____________________ By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs ______________ Securities Transfer Corporation to issue the above indicated number of shares of Common Stock in accordance with on or prior to the Transfer Agent Instructions dated _________applicable Share Delivery Date. Sonnet BioTherapeutics Holdings, 202_, from the Company and acknowledged and agreed to by _______________. Inc. By: Name: Title: WARRANT NUMBERWarrant No.: A-[_[ ] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE Number of Shares of Common Stock: [ ] Date of Issuance: [ ] (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE COMPANYIssuance Date), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja HoldcoSonnet BioTherapeutics Holdings, Inc., a company organized under the laws of Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription AgreementCompany”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, hereby certifies that, for good and valuable consideration, [HOLDER] the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (together with any successor or permitted assignee or transferee of this Warrant, the “Holder”) ), is entitled entitled, subject to the terms set forth below, to purchase up to [●from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] shares of (the “Initial Exercisability Date”), until exercised in full (the “Termination Date”), [ ] fully paid and non-assessable common stockshares of Common Stock (as defined below), par value $0.0001 per share subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common StockStock (including any Pre-Funded Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of Aja Holdco, Inc., a Delaware corporation the Pre-Funded Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to that certain Securities Purchase Agreement, dated as of [_], 2024 (the “Subscription Date”) by and between the Company and the purchasers named on the signature pages therein (ii) the Company’s Registration Statement on Form S-3 (File Number 333-276250) (the “Registration Statement)) under the Securities Act of 1933, at as amended (the “Securities Act”) and (iii) the Company’s prospectus supplement filed with the U.S. Securities and Exchange Commission related to the offering of this Warrant and the Warrant Price, all as set forth above and subject to the provisions and upon the terms and conditions set forth in this WarrantShares.

Appears in 1 contract

Sources: Securities Purchase Agreement (Sonnet BioTherapeutics Holdings, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock the holder Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account NumberDate: Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:__________________________ E-mail Address:_____________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ Computershare Trust Company, N.A. to issue the above indicated number of shares of Common Stock in accordance with on or prior to the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________applicable Share Delivery Date. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION FORM OF LOCK-UP AGREEMENT EXECUTED BY A▇▇▇▇▇ AND COMPANY, LLC ▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. As Representatives of the several Underwriters c/o Cowen and Company, LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”)▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Syros Pharmaceuticals, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number Inc. – Public Offering of Shares: [●] Class: Shares of Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription AgreementStock Dear Sir or Madam: This Warrant Agreement is being delivered to Purchase Common Stock you in connection with the proposed underwriting agreement (the WarrantUnderwriting Agreement”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja HoldcoSyros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), at and ▇▇▇▇▇ and Company, LLC (“Cowen”) and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (together with Cowen, the Warrant Price“Representatives”) as Representatives of the several Underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”), all providing for the public offering (the “Public Offering”) by the Underwriters of shares of the common stock, par value $0.001 per share (the “Common Stock”), of the Company. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Common Stock, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees with each of the Representatives that, during the period beginning on the date hereof through and ending on the date that is the sixtieth (60th) day after the date of prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended (such shares, the “Beneficially Owned Shares,” and such act, the “Securities Act”)), or securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. The restrictions set forth above in the second paragraph shall not apply to: (1) if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift, (b) to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (c) by will or intestate succession upon the death of the undersigned; or (d) by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement; (2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any stockholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value; and (3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value; provided, however, that in the case of any transfer described in clause (1), (2) or (3) above, it shall be a condition to the transfer that (A) the transferee executes and delivers to the Representatives, not later than one (1) business day prior to such transfer, a written agreement, in substantially the form of this agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the undersigned and not to the immediate family of the transferee) and otherwise satisfactory in form and substance to the Representatives, and (B) in the case of any transfer described in clause (1), (2) or (3) above, if the undersigned is required to file a report under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting a reduction in beneficial ownership of shares of Common Stock or Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares during the Lock-Up Period, the undersigned shall include a statement in such report to the effect that, (i) in the case of any transfer pursuant to clause (1) above, such transfer is being made as a gift or by will or intestate succession, (ii) in the case of any transfer pursuant to clause (2) above, such transfer is being made to a stockholder, partner or member of, or owner of a similar equity interest in, the undersigned and is not a transfer for value, and (iii) in the case of any transfer pursuant to clause (3) above, such transfer is being made either (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets or (b) to another corporation, partnership, limited liability company or other business entity that is an affiliate of the undersigned and such transfer is not for value. For purposes of this paragraph, “immediate family” shall mean a spouse, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the undersigned; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act. For avoidance of doubt, nothing in this Agreement prohibits the undersigned from exercising any options or warrants to purchase Common Stock (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis), it being understood that any Common Stock issued upon such exercises will be subject to the provisions and upon the terms and conditions set forth in restrictions of this WarrantAgreement.

Appears in 1 contract

Sources: Underwriting Agreement (Syros Pharmaceuticals, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Issue to: ☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Participant: DTC Number: Account Number: Date: , Name of Registered Holder By: Name: Title: Tax ID:____________________________ : Facsimile:__________________________ : E-mail Address:_____________________ : The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Class 2 Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_202 , from the Company and acknowledged and agreed to by _______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY AMarch , 2020 CANACCORD GENUITY LLC ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Boston, INC. Massachusetts 02110 Re: Tilray, Inc. Dear Sirs: This Agreement is being delivered to you in connection with the proposed Underwriting Agreement (THE the COMPANYUnderwriting Agreement), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdcobetween Tilray, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock(the “Company”), par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock and Canaccord Genuity LLC (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription AgreementCanaccord”). Capitalized terms used herein but not otherwise defined shall have , relating to the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee proposed public offering of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stockthe Class 2 Common Stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, Inc., a Delaware corporation the Company (the “Offering”). In order to induce Canaccord to enter into the Underwriting Agreement, and in light of the benefits that the Offering will confer upon the undersigned in its capacity as a securityholder and/or an officer or director of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with Canaccord that, during the period beginning on the date hereof through and including the date that is the 90th day after the date of the Underwriting Agreement (the “Lock-Up Period”), at the Warrant Priceundersigned will not, all without the prior written consent of Canaccord, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) (such shares, the “Beneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. The restrictions set forth above herein shall not apply to: (1) if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned, (c) as a bona fide gift or charitable contribution or (d) pursuant to a domestic relations order, divorce decree or court order; (2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any stockholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value; (3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value; (4) transactions relating to Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock acquired in open market transactions after completion of the Offering, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5, or otherwise) during the Lock-Up Period; (5) the entry, by the undersigned, at any time on or after the date of the Underwriting Agreement, into any trading plan providing for the sale of Common Stock by the undersigned, which trading plan meets the requirements of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provided, however, that such plan does not provide for, or permit, the sale of any Common Stock during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period; (6) any transfers made by the undersigned to the Company, or the withholding of shares of Common Stock by the Company, to satisfy tax withholding obligations pursuant to the Company’s equity incentive plans or arrangements disclosed in the Prospectus (as defined in the Underwriting Agreement); (7) transfers or distributions of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock by a stockholder that is a trust to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (8) transfers to the Company in connection with the repurchase of Common Stock in connection with the termination of the undersigned’s employment with the Company pursuant to contractual agreements with the Company; (9) the exercise by the undersigned of a stock option, or vesting or exercise of any other equity-based award, granted under a stock incentive plan or stock purchase plan described in the Prospectus, and the receipt by the undersigned from the Company of shares of Common Stock upon such exercise or vesting, insofar as such option or equity-based award is outstanding as of the date of the Prospectus, provided that the underlying shares shall continue to be subject to the provisions and upon the terms and conditions restrictions on transfer set forth in this Warrant.agreement and, provided, further that, if required, any public report or filing under Section 16 of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the exercise or vesting of a stock option or equity-based award, that no shares were sold by the reporting person and that the shares received upon exercise or vesting of the stock option or equity-based award are subject to a lock-up agreement with Canaccord; (10) a merger, consolidation or other similar transaction involving a Change of Control of the Company and approved by the Company’s board of directors, provided that, in the event that such Change of Control transaction is not completed, this clause shall not be applicable and the undersigned’s shares shall remain subject to the restrictions contained in this agreement; (11) transfers pursuant to the Underwriting Agreement; (12) in connection with the conversion of outstanding shares of preferred stock of the Company into Common Stock, or any reclassification or conversion of the Common Stock, provided that any Common Stock received upon such conversion or reclassification shall be subject to the restrictions set forth herein; or (13) transfers under a trading plan pursuant to Rule 10b5-1 under the Exchange Act that is existing as of the date hereof, provided that to the extent a public announcement or filing under the Exchange Act is required of the undersigned or the Company regarding the sale, such announcement or filing shall include a statement to the effect that the sale occurred pursuant to such trading plan pursuant to Rule 10b5-1. provided, however, that in the case of any transfer described in clause (1), (2) or (3) above, it shall be a condition to the transfer that (A) the transferee executes and delivers to Canaccord, not later than one business day prior to such transfer, a written agreement, in substantially the form of this agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the undersigned and not to the immediate family of the transferee) and otherwise satisfactory in form and substance to Canaccord, and (B) in the case of any transfer described in clause (1), (2), (3), (6) or (8) above, if the undersigned is required to file a report under Section 16(a) of the Exchange Act, or the insider reporting requirements of Canadian securities laws, reporting a reduction in beneficial ownership of shares of Common Stock or Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares during the Lock-Up Period, the undersigned shall include a statement in such report to the effect that, (A) in the case of any transfer pursuant to clause (1) above, such transfer is being made as a gift or charitable donation, by will or intestate succession or pursuant to a domestic relations order, divorce decree or court order, (B) in the case of any transfer pursuant to clause (2) above, such transfer is being made to a stockholder, partner or member of, or owner of a similar equity interest in, the undersigned and is not a transfer for value, (C) in the case of any transfer pursuant to clause (3) above, such transfer is being made either (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets or (b) to another corporation, partnership, limited liability company or other business entity that is an affiliate of the undersigned and such transfer is not for value, (D) in the case of any transfer pursuant to clause (6) above, such transfer is being made to satisfy tax withholding obligations

Appears in 1 contract

Sources: Underwriting Agreement (Tilray, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock the holder Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to HolderDate: , or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:__________________________ E-mail Address:_____________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ American Stock Transfer & Trust Company to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by American Stock Transfer & Trust Company. By: Name: Title: American Stock Transfer & Trust Company, LLC 620▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇elephone: 7▇▇-▇▇▇-▇▇▇▇ Facsimile: 7▇▇-▇▇▇-▇▇▇▇ Attention: C▇▇▇▇ ▇▇▇▇▇▇▇, Relationship Manager E-mail: c▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ Re: M▇▇▇▇▇▇ Bio Innovations, Inc. Ladies and Gentlemen: [We are][I am] counsel to M▇▇▇▇▇▇ Bio Innovations, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Registration Rights Agreement, dated as of December 15, 2017 (the “Registration Rights Agreement”), entered into by and among the Company and the persons named therein (collectively, the “Holders”) pursuant to which the Company agreed, among other things, to register the resale of the Registrable Securities (as defined in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on , 201_, the Company filed a Registration Statement on Form S-3 (File No. 333-_______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common StockRegistration Statement), of Aja Holdco, Inc., a Delaware corporation ) with the Securities and Exchange Commission (the “CompanySEC), at the Warrant Price, all as set forth above and subject ) relating to the provisions Registrable Securities which names each of the Holders as a selling stockholder thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and upon to [our][my] knowledge, based on a review of the terms Stop Orders page of the SEC’s website, there has not been issued any stop order suspending its effectiveness nor have there been any proceedings for that purpose instituted nor are any such proceedings pending before or threatened by, the SEC and conditions set forth in this Warrant.the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable by the Holders pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated , 2018. Very truly yours, [ISSUER’S COUNSEL] By:

Appears in 1 contract

Sources: Securities Purchase Agreement (Ardsley Advisory Partners)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock the holder Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder---------- Date: , or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: --------------- -- ------ -------------------------------------- Name of Registered Holder By: --------------------------------- Name: Title: Tax ID:____________________________ Facsimile:__________________________ E-mail Address:_____________________ The Company ACKNOWLEDGMENT Gottbetter & Partners, LLP hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of will transfer shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________Stock. -------------------- GOTTBETTER & PARTNERS. LLP By: ------------------------------------- Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN NEITHER THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV ISSUANCE AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) SALE OF THE HOLDER OR WITH SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISEABLE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES SECURITIES MAY NOT BE OFFERED FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFEREDSALE, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY ASSIGNED (I) TO IN THE COMPANY OR A SUBSIDIARY THEREOF, ABSENCE OF (IIA) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER FOR THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (IVB) AN OPINION OF COUNSEL, IN A TRANSACTION GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS EXEMPT FROM NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE REGISTRATION REQUIREMENTS OF FOREGOING, THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL MAY BE ENTITLED PLEDGED PURSUANT TO CERTAIN REGISTRATION RIGHTS AS SET FORTH AN AVAILABLE EXEMPTION UNDER THE SUBSCRIPTION AGREEMENT1933 ACT IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. CompanyCHARYS HOLDING COMPANY, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: Aja Holdco, Inc., a Delaware corporation 003 Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as Shares of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”): 133,333 Date of Issuance: May 19, of Aja Holdco2006 ("ISSUANCE DATE") Charys Holding Company, Inc., a Delaware corporation (the "COMPANY"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ENABLE OPPORTUNITY PARTNERS LP, the registered holder hereof or its permitted assigns (the "HOLDER"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the "WARRANT"), at any time or times on or after the date hereof but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below), One Hundred Thirty Three Thousand Three Hundred Thirty Three (133,333) fully paid nonassessable shares of Common Stock (as defined below) (the "WARRANT SHARES"). Except as otherwise defined herein, capitalized terms in this Warrant Price, all as set forth above and subject to shall have the provisions and upon the terms and conditions meanings set forth in this WarrantSection 16. This Warrant is one of the Warrants to purchase Common Stock (the "SPA WARRANTS") issued pursuant to Section 1 of that certain Securities Purchase Agreement, dated as of May 19, 2006 (the "SUBSCRIPTION DATE"), by and among the Company and the investors (the "BUYERS") referred to therein (the "SECURITIES PURCHASE AGREEMENT").

Appears in 1 contract

Sources: Securities Purchase Agreement (Charys Holding Co Inc)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Issue to: ☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Participant: DTC Number: Account Number: Name of Registered Holder ByDate: Name: Title: Tax ID:____________________________ Facsimile__, Name of Registered Holder Name: Title: Tax ID:____________________________ E-mail Address:_____________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Adamis Pharmaceuticals Corporation Prefunded Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to To Purchase Common Stock Warrant No.: Date of Issuance: March [ ], 2023 (“WarrantIssuance Date”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, Inc.Adamis Pharmaceuticals Corporation, a Delaware corporation (the “Company”), at hereby certifies that, for good and valuable consideration, the Warrant Pricereceipt and sufficiency of which are hereby acknowledged, all as set forth above and [BUYER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the provisions terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), 7,500,000 (subject to adjustment as provided herein) fully paid and upon non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”, and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms and conditions in this Warrant shall have the meanings set forth in this WarrantSection 19. This Warrant is one of the Warrants to Purchase Common Stock (the “Registered Warrants”) issued pursuant to (i) that certain Securities Purchase Agreement, dated as of March 14, 2023 (the “Subscription Date”), by and among the Company and the investors (the “Buyers”) referred to therein, as amended from time to time (the “Securities Purchase Agreement”) and (ii) the Company’s Registration Statement on Form S-3 (File number 333-267365) (together with such other registration statement as may cover the issuance or resale of the Warrant Shares issuable hereunder, the “Registration Statement”).

Appears in 1 contract

Sources: Securities Purchase Agreement (Adamis Pharmaceuticals Corp)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, the holder __________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as followsDate: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:__, _____________ Name of Registered Holder Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Continental Stock Transfer & Trust Company to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Number of Warrant Shares: Date of Issuance: July [ ], 2019 (“Issuance Date”) CUSIP: 92836Y 128 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK certifies that, for value received, [HOLDER] (the “Holder”) is entitled, subject to the terms set forth below, to purchase from Vislink Technologies, Inc. (the “Company”), at the Exercise Price (as defined below) then in effect, at any time or times on or after July 15, 2019 (the “Initial Exercisability Date”), but not after the Expiration Date (as defined below), up to ______________ E-mail Address:(_____________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of ) fully paid non-assessable shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”as defined below), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described provided herein Original Issue Date: [●](the “Warrant Shares”). Except as otherwise defined herein, 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This capitalized terms in this Pre-Funded Warrant to Purchase Common Stock (including any Pre-Funded Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) is issued pursuant to (i) that certain Subscription Underwriting Agreement, dated as of February [●]July 11, 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder 2019 (as may be further amended and/or modified and in effect from time to time, the “Subscription AgreementDate”) by and between the Company and A.G.P./Alliance Global Partners, and (ii) the Company’s Registration Statement on Form S-1 (File number 333-232451) (the “Registration Statement”). Capitalized terms used herein but not otherwise defined This Warrant shall have the meanings assigned to them initially be issued and maintained in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good form of a security held in book-entry form and valuable consideration, [HOLDER] the Depository Trust Company or its nominee (together with any successor or permitted assignee or transferee “DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder”) is entitled ’s right to purchase up elect to [●] shares receive a Warrant in certificated form pursuant to the terms of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, Inc., a Delaware corporation (the “Company”), at the Warrant PriceAgreement, all as set forth above and subject to the provisions and upon the terms and conditions set forth in which case this Warrantsentence shall not apply.

Appears in 1 contract

Sources: Warrant Agreement (Vislink Technologies, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock the holder Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to HolderDate: , or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:__________________________ E-mail Address:_____________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ American Stock Transfer & Trust Company, LLC to issue the above indicated number of shares of Common Stock in accordance with on or prior to the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________applicable Share Delivery Date. By: Name: Title: WARRANT NUMBERWarrant No.: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE Number of Shares of Common Stock: Date of Issuance: April 12, 2019 (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE COMPANYIssuance Date), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja HoldcoOutlook Therapeutics, Inc., a company organized under the laws of Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription AgreementCompany”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER] ], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after April 12, 2019 (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ( ) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the 15-Month Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of April 10, 2019 (the “Subscription Date”) by and between the Company and ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc. as representative of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-229761) (together with any successor the additional registration statement filed by the Company pursuant to Rule 462(b) of the 1933 Act (as defined below) the “Registration Statement”). 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 permitted assignee or transferee its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder”) is entitled ’s right to purchase up elect to [●] shares receive a Warrant in certificated form pursuant to the terms of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, Inc., a Delaware corporation (the “Company”), at the Warrant PriceAgent Agreement, all as set forth above and subject to the provisions and upon the terms and conditions set forth in which case this Warrantsentence shall not apply.

Appears in 1 contract

Sources: Warrant Agreement (Outlook Therapeutics, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock the holder Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Issue to: ☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Participant: DTC Number: Account Number: Date: , Name of Registered Holder By: Name: Title: Tax ID:____________________________ : Facsimile:__________________________ E-mail Address:_____________________ : Email: The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with on or prior to the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________applicable Share Delivery Date. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE This JOINDER AGREEMENT to the Exchange and Purchase Agreement (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE the COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Joinder Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated made and entered into as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja HoldcoGevo, Inc., a Delaware corporation (the “Company”), at Whitebox Advisors LLC (“Whitebox”), and the Warrant Priceundersigned (the “Joining Party”), all and related to that certain Exchange and Purchase Agreement dated as set forth above of , 2017 (as amended from time to time, the “Purchase Agreement”), by and subject among the Company, the guarantors party thereto, the holders named in Schedule I thereto (the “Holders”) of the Company’s 10.0% Convertible Senior Secured Notes due 2017 (the “Existing Notes”), which were issued under that certain Indenture dated as of June 6, 2014, by and among the Company, Wilmington Savings Fund Society, FSB, as trustee and as collateral trustee, and the guarantors named therein, as supplemented, and Whitebox, in its capacity as representative of the Holders under the Purchase Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the provisions and upon the terms and conditions set forth in this WarrantPurchase Agreement.

Appears in 1 contract

Sources: Exchange and Purchase Agreement (Gevo, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, the holder __________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as followsDate: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:__, _____________ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs American Stock Transfer & Trust Company, LLC to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Warrant No.: Number of Shares of Common Stock: Date of Issuance: April [●], 2019 (“Issuance Date”) Outlook Therapeutics, Inc., a company organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after April [●], 2019 (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ E-mail Address:(_____________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of ) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in accordance with this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the Transfer Agent Instructions meanings set forth in Section 16. This Warrant is one of the 15-Month Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated _________as of April [●], 202_, from 2019 (the “Subscription Date”) by and between the Company and acknowledged and agreed to by _______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ O▇▇▇▇▇▇, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF▇▇▇▇ & Co. Inc. as representative of the several underwriters named therein, (IIii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder 's Registration Statement on Form S-1 (as may be further amended and/or modified and in effect from time to time, File number 333-229761) (the “Subscription AgreementRegistration Statement”). Capitalized terms used herein but not otherwise defined This Warrant shall have the meanings assigned to them initially be issued and maintained in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good form of a security held in book-entry form and valuable consideration, [HOLDER] the Depository Trust Company or its nominee (together with any successor or permitted assignee or transferee “DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder”) is entitled ’s right to purchase up elect to [●] shares receive a Warrant in certificated form pursuant to the terms of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, Inc., a Delaware corporation (the “Company”), at the Warrant PriceAgent Agreement, all as set forth above and subject to the provisions and upon the terms and conditions set forth in which case this Warrantsentence shall not apply.

Appears in 1 contract

Sources: Warrant Agreement (Outlook Therapeutics, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock the holder Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Dated (Name of Registered Holder Holder) By: Name: Title: Tax ID:________FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to , Federal Identification No. , a warrant to the common shares of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LTD., a Bermuda company, represented by warrant certificate no. , standing in the name of the undersigned on the books of said company. The undersigned does hereby irrevocably constitute and appoint , attorney to transfer the warrants of said company, with full power of substitution in the premises. : Dated (Name of Registered Holder) By: Name: Title: Exhibit B UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.][to be included in global Warrant Certificates held through DTC] Warrants ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Ltd. CUSIP: THIS CERTIFIES THAT ____________________ Facsimile:__________________________ E-mail Address:_____________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue or registered assigns, is the above indicated registered holder of the number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to Warrants (“Warrants”) set forth above. Each Warrant is issued by _______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Ltd. a Bermuda company, INC. (THE the COMPANYCompany”) as provided in the Warrant Agreement, hereinafter more fully described (the “Warrant Agreement”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. and will entitle the holder thereof to purchase from the Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment the terms and conditions set forth hereinafter and in the Warrant Agreement, at any time on or after September 24, 2005 and before the close of business on September 24, 2007, subject to extension, in certain circumstances, as described herein Original Issue Date: [●], 2024 in the Warrant Agreement (the “Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares number of fully paid and non-assessable common stock, par value $0.0001 per share Common Shares of the Company (the “Common StockShares)) described in the Schedule B to the Warrant Agreement, or, in certain circumstances described in the Warrant Agreement, Preferred Shares, subject to adjustments as provided in the Warrant Agreement, upon presentation and surrender of Aja Holdcothis Warrant Certificate, Inc., a Delaware corporation (with the “Company”)instructions for the registration and delivery of Common Shares filled in, at the stock transfer office in New York, New York, of Mellon Investor Services LLC, Warrant PriceAgent of the Company (“Warrant Agent”) or of its successor warrant agent or, all if there be no successor warrant agent, at the corporate offices of the Company, and upon payment of the Exercise Price (as set forth above defined in the Warrant Agreement) and any applicable taxes paid either in cash, or by certified or official bank check, payable in lawful money of the United States of America to the order of the Company. Each Warrant will entitle the holder to purchase Common Shares for $0.4689 per Common Share or, in certain circumstances, Preferred Shares as provided in the Warrant Agreement (subject to adjustments as provided in the Warrant Agreement). The number and kind of securities or other property for which the Warrants are exercisable are subject to adjustment to prevent dilution. All Warrants not theretofore exercised will expire on the Expiration Date. This Warrant Certificate is subject to all of the terms, provisions and conditions of the Warrant Agreement, dated as of September 24, 2004, between the Company and the Warrant Agent, to all of which terms, provisions and conditions the registered holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a part hereof and reference is made to the Warrant Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities of the Warrant Agent, the Company and the holders of the Warrant Certificates. Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Ltd. c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Telecopier No.: ▇▇▇-▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇. The Company may but shall not be required upon the exercise of the Warrants evidenced by this Warrant Certificate to issue fractions of Common Shares, but may make adjustment therefore in cash on the basis of the current market value of any fractional interest as provided in the Warrant Agreement. In certain cases, the sale of securities by the Company upon exercise of Warrants would violate the securities laws of the United States, certain states thereof or other jurisdictions. The Company has agreed to use its best efforts to cause a registration statement to continue to be effective during the term of the Warrants with respect to such sales under the Securities Act of 1933, and to take such action under the laws of various states as may be required to cause the sale of securities upon exercise to be lawful. This Warrant Certificate, with or without other Certificates, upon surrender to the Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at the corporate offices of the Company, may be exchanged for another Warrant Certificate or Certificates evidencing in the aggregate the same number of Warrants as the Warrant Certificate or Certificates so surrendered. If the Warrants evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Certificates evidencing the number of Warrants not so exercised. No holder of this Warrant Certificate, as such, shall be entitled to vote, receive dividends or be deemed the holder of Common Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose whatever, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder of this Warrant Certificate, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof or give or withhold consent to any corporate action (whether upon any matter submitted to shareholders at any meeting thereof, or give or withhold consent to any merger, recapitalization, issuance of shares, reclassification of shares, change of par value or change of shares to no par value, consolidation, conveyance or otherwise) or to receive notice of meetings or other actions affecting shareholders (except as provided in the Warrant Agreement) or to receive dividends or subscription rights or otherwise until the Warrants evidenced by this Warrant Certificate shall have been exercised and the Common Shares purchasable upon the exercise thereof shall have become deliverable as provided in the Warrant Agreement. If this Warrant Certificate shall be surrendered for exercise within any period during which the register of members for the Company’s Common Shares or other class of shares purchasable upon the exercise of the Warrants evidenced by this Warrant Certificate are closed for any purpose, the Company shall not be required to make delivery of certificates for shares purchasable upon such transfer until the date of the reopening of said register of members. Every holder of this Warrant Certificate by accepting the same consents and agrees with the Company, the Warrant Agent, and with every other holder of a Warrant Certificate that: (a) this Warrant Certificate is transferable on the registry books of the Warrant Agent only upon the terms and conditions set forth in the Warrant Agreement, and (b) the Company and the Warrant Agent may deem and treat the person in whose name this Warrant Certificate is registered as the absolute owner hereof (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Company or the Warrant Agent) for all purposes whatever and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. The Company shall not be required to issue or deliver any certificate for Common Shares or other securities upon the exercise of Warrants evidenced by this Warrant Certificate until any tax which may be payable in respect thereof by the holder of this Warrant Certificate pursuant to the Warrant Agreement shall have been paid, such tax being payable the holder of this Warrant Certificate at the time of surrender. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent. Dated: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LTD. By: Name: Title: Countersigned: MELLON INVESTOR SERVICES LLC as Warrant Agent By: Name: Title: The undersigned holder hereby exercises the right to purchase common shares (the “Warrant Shares”) of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LTD., a Bermuda company (the “Company”), evidenced by the attached Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Warrant.

Appears in 1 contract

Sources: Warrant Agreement (Foster Wheeler Inc)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, the holder ______________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as followsDate: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:__________________________ E-mail Address:_____________________ By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs ______________ Securities Transfer Corporation to issue the above indicated number of shares of Common Stock in accordance with on or prior to the Transfer Agent Instructions dated _________applicable Share Delivery Date. Sonnet BioTherapeutics Holdings, 202_, from the Company and acknowledged and agreed to by _______________. Inc. By: Name: Title: WARRANT NUMBERWarrant No.: A-[_[ ] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2024 (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE COMPANYIssuance Date), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja HoldcoSonnet BioTherapeutics Holdings, Inc., a company organized under the laws of Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription AgreementCompany”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, hereby certifies that, for good and valuable consideration, [HOLDER] the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (together with any successor or permitted assignee or transferee of this Warrant, the “Holder”) ), is entitled entitled, subject to the terms set forth below, to purchase up to [●from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ], 2024 (the “Initial Exercisability Date”), until exercised in full (the “Termination Date”), [ ] shares of fully paid and non-assessable common stockshares of Common Stock (as defined below), par value $0.0001 per share subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common StockStock (including any Pre-Funded Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is issued pursuant to that certain Securities Purchase Agreement, dated as of Aja Holdco[ ], Inc., a Delaware corporation 2024 (the “CompanySubscription Date), at ) by and between the Warrant Price, all as set forth above Company and subject to the provisions and upon purchaser named on the terms and conditions set forth in this Warrantsignature pages included therein.

Appears in 1 contract

Sources: Securities Purchase Agreement (Sonnet BioTherapeutics Holdings, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock the holder Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made DATED: (Signature must conform in all respects to Holder, or for its benefit, name of the Holder as follows: Check here if requesting delivery as a certificate to specified on the following name and to face of the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Warrant) Registered Holder ByAddress: Name: Title: Tax ID:____________________________ Facsimile:__________________________ E-mail Address:_____________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue Canaccord Genuity LLC As Representative of the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY ASeveral Underwriters 9▇ ▇▇▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”)▇▇▇▇▇ ▇▇▇▇ Boston, ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933Massachusetts 02110 Re: Annovis Bio, AS AMENDED (THE “SECURITIES ACT”)Inc. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share representative (the “Common StockRepresentative) of the several Underwriters (as defined below), of Aja Holdcopropose to enter into an underwriting agreement (the “Underwriting Agreement”) with Annovis Bio, Inc., a Delaware corporation (the “Company”), at providing for the Warrant Pricepublic offering (the “Public Offering”) by the several underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), all as of common stock, $0.0001 par value per share (the “Common Stock”), and/or other securities of the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In recognition of the benefit that the Public Offering will confer upon the undersigned as a securityholder and/or officer and/or a director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representative on behalf of the Underwriters, the undersigned will not, during the period ending 90 days after the date of the prospectus relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock without the prior written consent of the Representative, in each case other than (A) transfers of shares of Common Stock as a bona fide gift or gifts, (B) transfers to any trust for the direct or indirect benefit of the undersigned or a member of the immediate family (as defined below) of the undersigned in a transaction not involving the disposition for value, (C) transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary, or a member of the immediate family of the undersigned, (D) transfers of Common Stock to a charity or educational institution; (E) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Common Stock to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or (ii) distributions of Common Stock to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (E) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer or distribution pursuant to clause (A), (B), (C), (D) or (E) each donee or distributee shall execute and deliver to the Representative a lock-up agreement in substantially the same form as this Letter Agreement; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Period); (F) the receipt by the undersigned from the Company of Common Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer of Common Shares or any securities convertible into Common Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-Up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made and, provided further, that the Plan Shares shall be subject to the provisions terms of this Letter Agreement; (G) the transfer of Common Stock pursuant to agreements described in the Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (H) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Lock-Up Period and upon (ii) to the terms extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Lock-Up Period; (I) the transfer of Common Stock that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and conditions set forth deliver a lock-up agreement substantially in the form of this Letter Agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (J) the transfer of Common Stock pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Shares involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Common Stock owned by the undersigned shall remain subject to the restrictions contained in this WarrantLetter Agreement. For purposes of clause (i) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Annovis Bio, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, the holder __________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as followsDate: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:__, _____________ Name of Registered Holder Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs [TRANSFER AGENT] to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Number of Warrant Shares: Date of Issuance: [●], 2019 (“Issuance Date”) CUSIP: [●] THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK certifies that, for value received, [HOLDER] (the “Holder”) is entitled, subject to the terms set forth below, to purchase from Vislink Technologies, Inc. (the “Company”), at the Exercise Price (as defined below) then in effect, at any time or times on or after [●], 2019 (the “Initial Exercisability Date”), but not after the Expiration Date (as defined below), up to ______________ E-mail Address:(_____________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of ) fully paid non-assessable shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”as defined below), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described provided herein Original Issue Date: [●](the “Warrant Shares”). Except as otherwise defined herein, 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This capitalized terms in this Pre-Funded Warrant to Purchase Common Stock (including any Pre-Funded Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) is issued pursuant to (i) that certain Subscription Underwriting Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder 2019 (as may be further amended and/or modified and in effect from time to time, the “Subscription AgreementDate”) by and between the Company and A.G.P./Alliance Global Partners, and (ii) the Company’s Registration Statement on Form S-1 (File number 333-[●]) (the “Registration Statement”). Capitalized terms used herein but not otherwise defined This Warrant shall have the meanings assigned to them initially be issued and maintained in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good form of a security held in book-entry form and valuable consideration, [HOLDER] the Depository Trust Company or its nominee (together with any successor or permitted assignee or transferee “DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder”) is entitled ’s right to purchase up elect to [●] shares receive a Warrant in certificated form pursuant to the terms of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, Inc., a Delaware corporation (the “Company”), at the Warrant PriceAgreement, all as set forth above and subject to the provisions and upon the terms and conditions set forth in which case this Warrantsentence shall not apply.

Appears in 1 contract

Sources: Warrant Agreement (Vislink Technologies, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, the holder __________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as followsDate: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:__, _____________ Name of Registered Holder Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Continental Stock Transfer & Trust Company to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Number of Warrant Shares: Date of Issuance: [●], 2019 (“Issuance Date”) CUSIP: [●] THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK certifies that, for value received, [HOLDER] (the “Holder”) is entitled, subject to the terms set forth below, to purchase from Vislink Technologies, Inc. (the “Company”), at the Exercise Price (as defined below) then in effect, at any time or times on or after [●], 2019 (the “Initial Exercisability Date”), but not after the Expiration Date (as defined below), up to ______________ E-mail Address:(_____________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of ) fully paid non-assessable shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”as defined below), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described provided herein Original Issue Date: [●](the “Warrant Shares”). Except as otherwise defined herein, 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This capitalized terms in this Pre-Funded Warrant to Purchase Common Stock (including any Pre-Funded Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) is issued pursuant to (i) that certain Subscription Underwriting Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder 2019 (as may be further amended and/or modified and in effect from time to time, the “Subscription AgreementDate”) by and between the Company and A.G.P./Alliance Global Partners, and (ii) the Company’s Registration Statement on Form S-1 (File number 333-[●]) (the “Registration Statement”). Capitalized terms used herein but not otherwise defined This Warrant shall have the meanings assigned to them initially be issued and maintained in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good form of a security held in book-entry form and valuable consideration, [HOLDER] the Depository Trust Company or its nominee (together with any successor or permitted assignee or transferee “DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder”) is entitled ’s right to purchase up elect to [●] shares receive a Warrant in certificated form pursuant to the terms of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, Inc., a Delaware corporation (the “Company”), at the Warrant PriceAgreement, all as set forth above and subject to the provisions and upon the terms and conditions set forth in which case this Warrantsentence shall not apply.

Appears in 1 contract

Sources: Warrant Agreement (Vislink Technologies, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Issue to: ☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Participant: DTC Number: Account Number: Name Notwithstanding anything to the contrary contained herein, this Exercise Notice shall constitute a representation by the Holder of Registered the Warrant submitting this Exercise Notice that after giving effect to the exercise provided for in this Exercise Notice, such Holder By(together with its affiliates) will not have beneficial ownership (together with the beneficial ownership of such Person’s affiliates) of a number of Common Shares which exceeds the Maximum Percentage (as defined in the Warrant) of the total outstanding shares of Common Stock of the Company as determined pursuant to the provisions of Section 1(f)(i) of the Warrant. Date: Name: Title: Tax ID:____________________________ Facsimile:________________________,__ Name of Registered Holder By: Name: Title: Tax ID: Facsimile: E-mail Address:_____________________ : The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_2019, from the Company and acknowledged and agreed to by _______________. By: Name: Title: WARRANT NUMBER: A-Form of Series B-1 Warrant [_FORM OF SERIES B-1 WARRANT] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇COMSCORE, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF TO PURCHASE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. CompanyWarrant No.: Aja Holdco, Inc., a Delaware corporation Number B-1-[ ] Date of SharesIssuance: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●[ ], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock 2019 (“WarrantIssuance Date”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja HoldcocomScore, Inc., a Delaware corporation (the “Company”), at hereby certifies that, for good and valuable consideration, the Warrant Pricereceipt and sufficiency of which are hereby acknowledged, all as set forth above and CVI Investments, Inc., the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the provisions terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), up to 2,347,418 (subject to adjustment as provided herein) fully paid and upon non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”, and such aggregate number of Warrant Shares in which this Warrant is exercisable, from time to time, the “Warrant Number”). Except as otherwise defined herein, capitalized terms and conditions in this Warrant shall have the meanings set forth in this WarrantSection 17. This Warrant is one of the Warrants to Purchase Common Stock (the “SPA Warrants”) issued pursuant to Section 1 of that certain Securities Purchase Agreement, dated as of June 23, 2019 (the “Subscription Date”), by and among the Company and the investors (the “Buyers”) referred to therein, as amended from time to time (the “Securities Purchase Agreement”).

Appears in 1 contract

Sources: Securities Purchase Agreement (Comscore, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock the holder Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder---------- Date: , or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: --------------- -- ------- ------------------------------------- Name of Registered Holder By: ------------------------------ Name: Title: Tax ID:____________________________ Facsimile:__________________________ E-mail Address:_____________________ The Company ACKNOWLEDGMENT Gottbetter & Partners, LLP hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of will transfer shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________Stock. -------------------- GOTTBETTER & PARTNERS. LLP By: ------------------------------------- Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN NEITHER THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV ISSUANCE AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) SALE OF THE HOLDER OR WITH SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISEABLE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES SECURITIES MAY NOT BE OFFERED FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFEREDSALE, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY ASSIGNED (I) TO IN THE COMPANY OR A SUBSIDIARY THEREOF, ABSENCE OF (IIA) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER FOR THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (IVB) AN OPINION OF COUNSEL, IN A TRANSACTION GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS EXEMPT FROM NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE REGISTRATION REQUIREMENTS OF FOREGOING, THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL MAY BE ENTITLED PLEDGED PURSUANT TO CERTAIN REGISTRATION RIGHTS AS SET FORTH AN AVAILABLE EXEMPTION UNDER THE SUBSCRIPTION AGREEMENT1933 ACT IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. CompanyCHARYS HOLDING COMPANY, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: Aja Holdco, Inc., a Delaware corporation 005 Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as Shares of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”): 1,000,000 Date of Issuance: May 19, of Aja Holdco2006 ("ISSUANCE DATE") Charys Holding Company, Inc., a Delaware corporation (the "COMPANY"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CASTLERIGG MASTER INVESTMENTS LTD., the registered holder hereof or its permitted assigns (the "HOLDER"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the "WARRANT"), at any time or times on or after the date hereof but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below), One Million (1,000,000) fully paid nonassessable shares of Common Stock (as defined below) (the "WARRANT SHARES"). Except as otherwise defined herein, capitalized terms in this Warrant Price, all as set forth above and subject to shall have the provisions and upon the terms and conditions meanings set forth in this WarrantSection 16. This Warrant is one of the Warrants to purchase Common Stock (the "SPA WARRANTS") issued pursuant to Section 1 of that certain Securities Purchase Agreement, dated as of May 19, 2006 (the "SUBSCRIPTION DATE"), by and among the Company and the investors (the "BUYERS") referred to therein (the "SECURITIES PURCHASE AGREEMENT").

Appears in 1 contract

Sources: Securities Purchase Agreement (Charys Holding Co Inc)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as followsDate: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:____________________, ______ E-mail Address:_____________________ Name of Registered Holder The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 20220__, from the Company and acknowledged and agreed to by _______________. 1. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Based solely on the good standing certificate with respect to the Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●]September 22, 20242011, issued by the Secretary of State of the State of Delaware, the Company is a corporation duly incorporated and among validly existing as a corporation under the Companylaws of the State of Delaware and is in good standing under such laws. The Company has requisite corporate power to own, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted companylease and operate its properties and assets, and the Holder (to conduct its business as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them described in the Subscription AgreementSEC Reports and to carry out and perform its obligations pursuant to the Transaction Documents. 2. THIS WARRANT CERTIFIES THATBased solely on the good standing certificate with respect to Boomerang Sub, Inc., dated as of September 22, 2011, issued by the Secretary of State of the State of Delaware, Boomerang Sub, Inc. is a corporation duly incorporated and validly existing as a corporation under the laws of the State of Delaware and is in good standing under such laws. Based solely on the good standing certificate, dated as of September 23, 2011, issued by the Department of the Treasury of the State of New Jersey, Boomerang Sub, Inc. is qualified to do business as a foreign corporation in the State of New Jersey. 3. The Warrant Shares have been duly authorized and reserved for good and valuable consideration, [HOLDER] issuance (together with any successor or permitted assignee or transferee other than issuances of this Warrant, “Holder”) is entitled to purchase up to [●] shares of Common Stock in excess of the Authorized Amount), and, when issued upon exercise of the Warrants in accordance with the terms of the Warrants and fully paid therefor, will be (other than issuances of shares of Common Stock in excess of the Authorized Amount) validly issued, fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, Inc., a Delaware corporation (the “Company”), at the Warrant Price, all as set forth above and subject to the provisions and upon the terms and conditions set forth in this Warrantassessable.

Appears in 1 contract

Sources: Subscription Agreement (Boomerang Systems, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holderthe Holder __________ Warrant Shares in accordance with the terms of the Warrant Agent Agreement and, or its designee or agent as specified belowafter delivery of such Warrant Shares, _____________ shares of Common Stock in accordance with the terms of Warrant Shares remain subject to the Warrant. Delivery of Warrant Shares shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following registered account which held the Warrant. Print name and to of the following addressholder of the Warrant: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:________________________________________ Facsimile:Signature: __________________________________________ E-mail Address:Print name of signatory and title if the investor is a legal entity: _________________________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by Date: _______________. By______________ Email Address: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT ____________________________________________________________________ FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇VALUE RECEIVED, INC. (THE “COMPANY”)the undersigned registered holder hereby sells, ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, assigns and transfers unto ________ Warrants to purchase shares of common stock of Incannex Healthcare Inc., a Delaware corporation corporation, evidenced by the attached Warrant Certificate held by the undersigned, together with all right, title and interest therein. Contact Information of Registered Holder: Phone: Mailing Address: E-Mail Address: Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. Certificate No.: E-[●] CUSIP No.: n/a Number of SharesWarrants: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: November 28, 2023 This certifies that [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock ] (“WarrantHolder) ), or its registered assigns, is issued pursuant to that certain Subscription Agreement, dated as the registered owner of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder number of Warrants set forth above (as may be further amended and/or modified and in effect from time to time, the “Subscription AgreementWarrants”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled Each Warrant entitles its registered holder to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, from Incannex Healthcare Inc., a Delaware corporation (the “Company”), at any time prior to 5:00 P.M. (New York City time) on May 31, 2024, one share of common stock, par value $0.0001 per share, of the Company (each, a “Warrant Share” and collectively, the “Warrant Shares”), at an exercise price of $65.75 per Warrant Share, subject to possible adjustments as provided in the Warrant Price, all Agency Agreement (as defined below). The terms and conditions of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth above in the Warrant Agency Agreement, dated as of December 29, 2023 (the “Warrant Agency Agreement”) between the Company and subject Computershare Trust Company, N.A. and Computershare Inc. (jointly, the “Warrant Agent”), which Warrant Agency Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. A copy of the Warrant Agency Agreement is available for inspection during business hours at the office of the Warrant Agent. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the provisions and upon Warrant Agency Agreement. In the event of any discrepancy or inconsistency between the terms and conditions set forth of the Warrant Agency Agreement, the terms and conditions of the Warrant Certificate shall prevail, govern and control; provided that the terms of the Warrant Agency Agreement control and supersede any provision in the Warrant Certificate concerning the duties, liabilities, obligations and immunities of the Warrant Agent. The Company and the Warrant Agent may deem and treat the registered Holder(s) hereof as the absolute owner(s) of this WarrantWarrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a holder of Common Stock of the Company. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Warrant Agent.

Appears in 1 contract

Sources: Warrant Agent Agreement (Incannex Healthcare Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax IDDate:_____________ __, 20__ ______________________________ Facsimile:Name of Registered Holder By ___________________________ E-mail Address:_____________________ Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs ___directs___________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated ______________ , 202_2018, from the Company and acknowledged and agreed to by . By:_______________. By: __ Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: CEO Warrant No.: WB-[ ] Number of Shares of Common Stock: Date of Issuance: October 1, INC. 2018 (THE COMPANYIssuance Date), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Freedom Leaf Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, Inc., a Delaware Nevada corporation (the “Company”), at hereby certifies that, for good and valuable consideration, the Warrant Pricereceipt and sufficiency of which are hereby acknowledged, all as set forth above and [Merida Capital Partners II, LP] [Other Buyers], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the provisions terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [ ] fully paid and upon non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms and conditions in this Warrant shall have the meanings set forth in this WarrantSection 16. This Warrant is one of the Bonus Warrants to purchase Common Stock (the “SPA Warrants”) issued pursuant to Section 1 of that certain Securities Purchase Agreement, dated as of September 28, 2018, by and among the Company and the investors (the “Buyers”) referred to therein (the “Securities Purchase Agreement”).

Appears in 1 contract

Sources: Securities Purchase Agreement (Freedom Leaf Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holderthe holder __________ Warrant Shares in accordance with the terms of the Warrant. Date: _______________ __, or its designee or agent as specified below______ Name of Registered Holder By: Name: Title: EXHIBIT B TO WARRANT FORM OF WARRANT POWER FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to ________________, Federal Identification No. __________, a warrant to purchase ____________ shares of Common Stock the capital stock of Flexxtech Corporation, a Nevada corporation, represented by warrant certificate no. _____, standing in accordance with the terms name of the Warrantundersigned on the books of said corporation. Delivery shall be made The undersigned does hereby irrevocably constitute and appoint ______________, attorney to Holdertransfer the warrants of said corporation, or for its benefitwith full power of substitution in the premises. Dated: _________, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:____ ____________________________________ Facsimile:By: _____________________________ E-mail Address:Its: _____________________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________. By: Name: Title: WARRANT NUMBER: A-[_] THE SECURITIES REPRESENTED BY THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES SECURITIES HAVE BEEN ACQUIRED FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT INVESTMENT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED ASSIGNED IN THE ABSENCE OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER FOR THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OF ANY OTHER JURISDICTION AND OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF FOREGOING, THIS WARRANT SHALL MAY BE ENTITLED PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT. FLEXXTECH CORPORATION WARRANT TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. CompanyPURCHASE COMMON STOCK Warrant No.: Aja Holdco, Inc., a Delaware corporation 2 Number of Shares: [●] Class30,000 Date of Issuance: Common stockSeptember 21, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock 2001 Flexxtech Corporation (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the "Company, ARYA Sciences Acquisition Corp IV"), a Cayman Islands exempted companycorporation incorporated under the laws of the State of Nevada, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAThereby certifies that, for good and valuable consideration, [HOLDER] the receipt and sufficiency of which is hereby acknowledged, Shay Keren, the registered ▇▇▇▇▇▇ ▇▇▇eof, or his permitted assigns (together with any successor or permitted assignee or transferee the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company upon surrender of this Warrant, “Holder”at any time or times on or after the date hereof, but not after 11:59 P.M. Eastern Time on the Expiration Date (as defined herein) is entitled to purchase up to [●] shares of 30,000 fully paid and non-assessable common stock, par value $0.0001 per share nonassessable shares of Common Stock (as defined herein) of the Company (the “Common Stock”), of Aja Holdco, Inc., a Delaware corporation (the “Company”), "Warrant Shares") at the Warrant Price, all Exercise Price as set forth above and subject to the provisions and upon the terms and conditions set forth defined in this WarrantSection 1(a)(xvii) below.

Appears in 1 contract

Sources: Placement Agent Agreement (Flexxtech Corp)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock the holder Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder---------- Date: , or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: --------------- -- ------ ---------------------------------- Name of Registered Holder By: ----------------------------- Name: Title: Tax ID:____________________________ Facsimile:__________________________ E-mail Address:_____________________ The Company ACKNOWLEDGMENT Gottbetter & Partners, LLP hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of will transfer shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________Stock. -------------------- GOTTBETTER & PARTNERS. LLP By: ---------------------------------------------- Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN NEITHER THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV ISSUANCE AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) SALE OF THE HOLDER OR WITH SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISEABLE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES SECURITIES MAY NOT BE OFFERED FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFEREDSALE, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY ASSIGNED (I) TO IN THE COMPANY OR A SUBSIDIARY THEREOF, ABSENCE OF (IIA) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER FOR THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (IVB) AN OPINION OF COUNSEL, IN A TRANSACTION GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS EXEMPT FROM NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE REGISTRATION REQUIREMENTS OF FOREGOING, THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL MAY BE ENTITLED PLEDGED PURSUANT TO CERTAIN REGISTRATION RIGHTS AS SET FORTH AN AVAILABLE EXEMPTION UNDER THE SUBSCRIPTION AGREEMENT1933 ACT IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. CompanyCHARYS HOLDING COMPANY, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: Aja Holdco, Inc., a Delaware corporation 004 Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as Shares of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”): 333,333 Date of Issuance: May 19, of Aja Holdco2006 ("ISSUANCE DATE") Charys Holding Company, Inc., a Delaware corporation (the "COMPANY"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, PIERCE DIVERSIFIED STRATEG▇ ▇▇▇▇ER FUND LLC, the registered holder hereof or its permitted assigns (the "HOLDER"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the "WARRANT"), at any time or times on or after the date hereof but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below), Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three (333,333) fully paid nonassessable shares of Common Stock (as defined below) (the "WARRANT SHARES"). Except as otherwise defined herein, capitalized terms in this Warrant Price, all as set forth above and subject to shall have the provisions and upon the terms and conditions meanings set forth in this WarrantSection 16. This Warrant is one of the Warrants to purchase Common Stock (the "SPA WARRANTS") issued pursuant to Section 1 of that certain Securities Purchase Agreement, dated as of May 19, 2006 (the "SUBSCRIPTION DATE"), by and among the Company and the investors (the "BUYERS") referred to therein (the "SECURITIES PURCHASE AGREEMENT").

Appears in 1 contract

Sources: Securities Purchase Agreement (Charys Holding Co Inc)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, the holder __________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as followsDate: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:____________________, ______ E-mail Address:_____________________ Name of Registered Holder Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs ______________ Securities Transfer Corporation to issue the above indicated number of shares of Common Stock in accordance with on or prior to the Transfer Agent Instructions dated _________applicable Share Delivery Date. Sonnet BioTherapeutics, 202_, from the Company and acknowledged and agreed to by _______________. Inc. By: Name: Title: WARRANT NUMBERWarrant No.: A-[_[ ] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2021 (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE COMPANYIssuance Date), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja HoldcoSonnet BioTherapeutics Holdings, Inc., a company organized under the laws of Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription AgreementCompany”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, hereby certifies that, for good and valuable consideration, [HOLDER] the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or its permitted assigns (together with any successor or permitted assignee or transferee of this Warrant, the “Holder”) ), is entitled entitled, subject to the terms set forth below, to purchase up to [●from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] shares of (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([ ]) fully paid and non-assessable common stockshares of Common Stock (as defined below), par value $0.0001 per share subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common StockStock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of Aja Holdco, Inc., a Delaware corporation the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of [ ], 2021 (the “Subscription Date”) by and between the Company and BTIG, LLC, as representative of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-258092) under the Securities Act of 1933, as amended (the “Registration Statement)) and (iii) the Company’s prospectus dated as of [ ], at the Warrant Price, all as set forth above and subject to the provisions and upon the terms and conditions set forth in this Warrant2021.

Appears in 1 contract

Sources: Underwriting Agreement (Sonnet BioTherapeutics Holdings, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock the holder Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to HolderDate: , or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:__________________________ E-mail Address:_____________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ Computershare Trust Company to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________November , 202_, 2004 from the Company and acknowledged and agreed to by _______________Computershare Trust Company. By: Name: Title: WARRANT NUMBERAdditional Investment Right No.: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇Principal Amount of Additional Notes: Date of Issuance: November , INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock 2004 (“WarrantIssuance Date”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja HoldcoBroadVision, Inc., a Delaware corporation (the “Company”), at hereby certifies that, for value received, the Warrant Pricereceipt and sufficiency of which are hereby acknowledged, all as set forth above and [PORTSIDE GROWTH AND OPPORTUNITY FUND] [OTHER BUYERS], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the provisions and upon terms set forth below to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the date hereof, but not after 11:59 P.M., New York Time, on the Expiration Date (as defined below), up to a total of $ (1), in principal amount of Additional Notes (as defined in the Securities Purchase Agreement (as defined below)). Except as otherwise defined herein, capitalized terms and conditions in this Additional Investment Right shall have the meanings set forth in this WarrantSection 15 or in that certain Securities Purchase Agreement, dated as of November , 2004, by and among the Company and the buyers referred to therein, including the Holder (the “Securities Purchase Agreement”). This Additional Investment Right (including all Additional Investment Rights issued in exchange, transfer or replacement hereof, each an “AIR”, such other AIRs, the “Other AIRs” and collectively, the “AIRs”) is one of the Additional Investment Rights (as defined in the Securities Purchase Agreement) issued pursuant to Section 1 of the Securities Purchase Agreement. (1) Insert number set forth opposite such Buyer's name in column 5 of the Schedule of Buyers set forth in the Securities Purchase Agreement.

Appears in 1 contract

Sources: Securities Purchase Agreement (Broadvision Inc)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, the holder __________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as followsDate: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:__, _____________ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs VStock Transfer, LLC to issue the above indicated number of Ordinary Shares on or prior to the applicable Share Delivery Date. By: Name: Title: [FORM OF CERTIFICATED PRE-FUNDED WARRANT] PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES Number of Warrant Shares: Date of Issuance: December [ ], 2022 (“Issuance Date”) CUSIP: [•] THIS PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES certifies that, for value received, [HOLDER] (the “Holder”) is entitled, subject to the terms set forth below, to purchase from Medlab Clinical Ltd. (the “Company”), at the Exercise Price (as defined below) then in effect, at any time or times on or after [•], 2022 (the “Initial Exercisability Date”), but not after the Expiration Date (as defined below), up to ______________ E-mail Address:(_____________________ The Company hereby acknowledges ) fully paid non-assessable Ordinary Shares (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Exercise Notice Pre-Funded Warrant to Purchase Ordinary Shares (including any Pre-Funded Warrants to Purchase Ordinary Shares issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Ordinary Shares (the “Warrants”) issued pursuant to (i) that certain Underwriting Agreement, dated as of [•], 2022 (the “Subscription Date”) by and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from between the Company and acknowledged and agreed to by _______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. and (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)ii) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder ’s Registration Statement on Form F-1 (as may be further amended and/or modified and in effect from time to time, File number 333-267873) (the “Subscription AgreementRegistration Statement”). Capitalized terms used herein but not otherwise defined This Warrant shall have the meanings assigned to them initially be issued and maintained in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good form of a security held in book-entry form and valuable consideration, [HOLDER] the Depository Trust Company or its nominee (together with any successor or permitted assignee or transferee “DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder”) is entitled ’s right to purchase up elect to [●] shares receive a Warrant in certificated form pursuant to the terms of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, Inc., a Delaware corporation (the “Company”), at the Warrant PriceAgreement, all as set forth above and subject to the provisions and upon the terms and conditions set forth in which case this Warrantsentence shall not apply.

Appears in 1 contract

Sources: Warrant Agreement (Medlab Clinical Ltd.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder HOLDER (Print name) By: Name: Title: Tax ID:____________________________ Facsimile:__________________________ E-mail Address:_____________________ The Company FOR VALUE RECEIVED, the undersigned hereby acknowledges this Exercise Notice sells, assigns and hereby directs ______________ transfers unto the right represented by the within Warrant to issue the above indicated number of purchase shares of Common Stock in accordance with to which the Transfer Agent Instructions dated _________, 202_, from within Warrant relates and appoints attorney to transfer said right on the books of the Company and acknowledged and agreed to by _______________with full power of substitution in the premises. Dated: TRANSFEROR: (Print name) By: Name: Title: WARRANT NUMBERTRANSFEREE: A-[_(Print name) (Address of Transferee) In the presence of: Warrant No. A-[XX] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●]July 6, 2024 Expiration Date: [●]2011 EMISPHERE TECHNOLOGIES, 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, Inc.INC., a Delaware corporation (the “Company”), hereby certifies that, for value received, [NAME OF HOLDER] or its permitted registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [NUMBER] shares of Common Stock (as defined below) of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $0.50 per share (as adjusted from time to time as provided herein, the Warrant “Exercise Price”), all at any time and from time to time on or after the Original Issue Date and through and including the Expiration Date (as set forth above defined below), and subject to the provisions and upon the following terms and conditions set forth in this Warrantconditions: This Warrant is one of a series of warrants issued pursuant to that certain Securities Purchase Agreement dated June 30, 2011 (the “Subscription Date”), by and between the Company and each of the purchasers identified therein (the “Purchase Agreement”). All such warrants are referred to herein, collectively, as the “Warrants.

Appears in 1 contract

Sources: Restructuring Agreement (Emisphere Technologies Inc)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Issue to: ☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Participant: DTC Number: Account Number: Date: , Name of Registered Holder By: Name: Title: Tax ID:____________________________ : Facsimile:__________________________ : E-mail Address:_____________________ : The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Class 2 Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_202 , from the Company and acknowledged and agreed to by _______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇TILRAY, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF TO PURCHASE CLASS 2 COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933Warrant No.: Date of Issuance: March , AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock 2020 (“WarrantIssuance Date”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja HoldcoTilray, Inc., a Delaware corporation (the “Company”), at hereby certifies that, for good and valuable consideration, the Warrant Pricereceipt and sufficiency of which are hereby acknowledged, all as set forth above and [BUYER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the provisions terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), (subject to adjustment as provided herein) fully paid and upon non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”, and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms and conditions in this Warrant shall have the meanings set forth in Section 17. This Warrant is one of the Warrants to Purchase Common Stock (the “Registered Warrants”) issued pursuant to (i) Section 1 of that certain Underwriting Agreement, dated as of March 13, 2020 (the “Subscription Date”), by and among the Company and the underwriter(s) referred to therein, as amended from time to time (the “Underwriting Agreement”), (ii) the Company’s Registration Statement on Form S-3 (File number 333-233703) (the “Registration Statement”) and (iii) the Company’s prospectus supplement dated as of March 13, 2020. Notwithstanding anything herein to the contrary, the Aggregate Exercise Price (as defined below) of this Warrant, except for a nominal exercise price of $0.0001 per Warrant Share, was pre-funded to the Company on or prior to the initial Issuance Date and, consequently, no additional consideration (other than the nominal exercise price of $0.0001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant.

Appears in 1 contract

Sources: Underwriting Agreement (Tilray, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, the holder __________________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Date:__________________________ (Print Name of Registered Holder Holder) By: Name: Title: Tax ID:____________________________ Facsimile:Name: __________________________ E-mail Address:Title: ___________________________ The Company For Value Received, the undersigned hereby acknowledges this Exercise Notice sells, assigns, and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by transfers unto ____________________ the right to purchase _______________ shares of common stock of Spyr, Inc., to which the within Common Stock Purchase Warrant relates and appoints ____________________, as attorney-in-fact, to transfer said right on the books of Spyr, Inc. with full power of substitution and re-substitution in the premises. ByBy accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant. Dated: __________________ ________________________________ (Signature) * ________________________________ (Name: Title: WARRANT NUMBER: A-[) _] _______________________________ (Address) ________________________________ (Social Security or Tax Identification No.) * The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and title(s) with such entity. NEITHER THIS WARRANT SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR EXERCISED HAVE BEEN REGISTERED WITH THE WRITTEN CONSENT SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE ANY STATE IN RELIANCE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES ACT OR PURSUANT TO REGULATION S UNDER THE SECURITIES ACT AN AVAILABLE EXEMPTION FROM, OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, ACT AND IN EACH CASE IN COMPLIANCE ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE APPLICABLE LAWS SUBSTANCE OF ANY OTHER JURISDICTION WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Warrant Shares: 200,000 Date of Issuance: April 20, 2018 (“Issuance Date”) This COMMON STOCK PURCHASE WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco(the “Warrant”) certifies that, for value received (in connection with the funding of the purchase price of $150,000.00 for the first tranche of $157,894.74 under the $500,000.00 convertible promissory note issued to the Holder (as defined below) on April 20, 2018 by the Company (as defined below) (the “Note”), FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (including any permitted and registered 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 of issuance hereof, to purchase from Spyr, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, Inc., a Delaware Nevada corporation (the “Company”), at up to 200,000 shares of Common Stock (as defined below) (the Warrant Price, all as set forth above and subject Shares”) (whereby such number may be adjusted from time to the provisions and upon time pursuant to the terms and conditions set forth in of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated April 20, 2018, by and among the Company and the Holder (the “Purchase Agreement”).

Appears in 1 contract

Sources: Securities Agreement (SPYR, Inc.)

Delivery of Warrant Shares. The Company shall deliver to the holder __________________ Warrant Shares in accordance with the terms of the Warrant. Date: _____________________ (Print Name of Registered Holder) By: __________________________ Name: ________________________ Title: _________________________ For Value Received, or its designee or agent as specified belowthe undersigned hereby sells, assigns, and transfers unto ____________________ the right to purchase _______________ shares of common stock of Spyr, Inc., to which the within Common Stock Purchase Warrant relates and appoints ____________________, as attorney-in-fact, to transfer said right on the books of Spyr, Inc. with full power of substitution and re-substitution in accordance with the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant. Delivery shall be made to Holder, or for its benefit, as followsDated: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:__________________ ________________________________ Facsimile:(Signature) * ________________________________ E-mail Address:(Name) ________________________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by (Address) ________________________________ (Social Security or Tax Identification No.) * The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. By: Name: Title: WARRANT NUMBER: A-[_] When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and title(s) with such entity. NEITHER THIS WARRANT SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR EXERCISED HAVE BEEN REGISTERED WITH THE WRITTEN CONSENT SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE ANY STATE IN RELIANCE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES ACT OR PURSUANT TO REGULATION S UNDER THE SECURITIES ACT AN AVAILABLE EXEMPTION FROM, OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, ACT AND IN EACH CASE IN COMPLIANCE ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE APPLICABLE LAWS SUBSTANCE OF ANY OTHER JURISDICTION WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Warrant Shares: 100,000 Date of Issuance: April 20, 2018 (“Issuance Date”) This COMMON STOCK PURCHASE WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco(the “Warrant”) certifies that, for value received (in connection with the funding of the purchase price of $150,000.00 for the first tranche of $157,894.74 under the $500,000.00 convertible promissory note issued to the Holder (as defined below) on April 20, 2018 by the Company (as defined below) (the “Note”), FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (including any permitted and registered 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 of issuance hereof, to purchase from Spyr, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, Inc., a Delaware Nevada corporation (the “Company”), at up to 100,000 shares of Common Stock (as defined below) (the Warrant Price, all as set forth above and subject Shares”) (whereby such number may be adjusted from time to the provisions and upon time pursuant to the terms and conditions set forth in of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated April 20, 2018, by and among the Company and the Holder (the “Purchase Agreement”).

Appears in 1 contract

Sources: Securities Agreement (SPYR, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Issue to: ☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Participant: DTC Number: Account Number: Date: , Name of Registered Holder By: Name: Title: Tax ID:____________________________ : Facsimile:__________________________ : E-mail Address:_____________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number : Warrant No.: Date of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________. ByIssuance: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●[ ], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock 2018 (“WarrantIssuance Date”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja HoldcoDelcath Systems, Inc., a Delaware corporation (the “Company”), at hereby certifies that, for good and valuable consideration, the Warrant Pricereceipt and sufficiency of which are hereby acknowledged, all as set forth above and [BUYER], the registered holder hereof (the “Holder”), is entitled, subject to the provisions terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Exercise Date (defined below), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), 5 (subject to adjustment as provided herein) fully paid and upon non-assessable shares of Common Stock (as defined below) (the “Warrant Shares,” and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms and conditions in this Warrant shall have the meanings set forth in this WarrantSection 17. This Warrant is one of the Warrants to Purchase Common Stock (the “SPA Warrants”) issued pursuant to Section 2.1 of that certain Securities Purchase Agreement, dated as of June 4, 2018 (the “Subscription Date”), by and among the Company and the investors (the “Buyers”) referred to therein, as amended from time to time (the “Securities Purchase Agreement”). 5 10x warrant coverage.

Appears in 1 contract

Sources: Securities Purchase Agreement (Delcath Systems, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holderthe Holder __________ Warrant Shares in accordance with the terms of the Warrant Agent Agreement and, or its designee or agent as specified belowafter delivery of such Warrant Shares, _____________ shares of Common Stock in accordance with the terms of Warrant Shares remain subject to the Warrant. Delivery of Warrant Shares shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following registered account which held the Warrant. Print name and to of the following addressholder of the Warrant: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:________________________________________ Facsimile:Signature: __________________________________________ E-mail Address:Print name of signatory and title if the investor is a legal entity: _________________________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by Date: _______________. By______________ Email Address: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT ____________________________________________________________________ FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇VALUE RECEIVED, INC. (THE “COMPANY”)the undersigned registered holder hereby sells, ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, assigns and transfers unto ________ Warrants to purchase shares of common stock of Incannex Healthcare Inc., a Delaware corporation corporation, evidenced by the attached Warrant Certificate held by the undersigned, together with all right, title and interest therein. Contact Information of Registered Holder: Phone: Mailing Address: E-Mail Address: Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. Certificate No.: F-[●] CUSIP No.: n/a Number of SharesWarrants: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: November 28, 2023 This certifies that [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock ] (“WarrantHolder) ), or its registered assigns, is issued pursuant to that certain Subscription Agreement, dated as the registered owner of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder number of Warrants set forth above (as may be further amended and/or modified and in effect from time to time, the “Subscription AgreementWarrants”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled Each Warrant entitles its registered holder to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, from Incannex Healthcare Inc., a Delaware corporation (the “Company”), at any time prior to 5:00 P.M. (New York City time) on May 31, 2024, one share of common stock, par value $0.0001 per share, of the Company (each, a “Warrant Share” and collectively, the “Warrant Shares”), at an exercise price of $98.63 per Warrant Share, subject to possible adjustments as provided in the Warrant Price, all Agency Agreement (as defined below). The terms and conditions of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth above in the Warrant Agency Agreement, dated as of December 29, 2023 (the “Warrant Agency Agreement”) between the Company and subject Computershare Trust Company, N.A. and Computershare Inc. (jointly, the “Warrant Agent”), which Warrant Agency Agreement is hereby incorporated by reference in and made a part of this Warrant Certificate. A copy of the Warrant Agency Agreement is available for inspection during business hours at the office of the Warrant Agent. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the provisions and upon Warrant Agency Agreement. In the event of any discrepancy or inconsistency between the terms and conditions set forth of the Warrant Agency Agreement, the terms and conditions of the Warrant Certificate shall prevail, govern and control; provided that the terms of the Warrant Agency Agreement control and supersede any provision in the Warrant Certificate concerning the duties, liabilities, obligations and immunities of the Warrant Agent. The Company and the Warrant Agent may deem and treat the registered Holder(s) hereof as the absolute owner(s) of this WarrantWarrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a holder of Common Stock of the Company. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Warrant Agent.

Appears in 1 contract

Sources: Warrant Agent Agreement (Incannex Healthcare Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, the holder __________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as followsDate: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:__, _____________ Name of Registered Holder Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Continental Stock Transfer & Trust Company to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Number of Warrant Shares: Date of Issuance: November 27, 2019 (“Issuance Date”) CUSIP: 92836Y 151 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK certifies that, for value received, [HOLDER] (the “Holder”) is entitled, subject to the terms set forth below, to purchase from Vislink Technologies, Inc. (the “Company”), at the Exercise Price (as defined below) then in effect, at any time or times on or after November 27, 2019 (the “Initial Exercisability Date”), but not after the Expiration Date (as defined below), up to ______________ E-mail Address:(_____________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of ) fully paid non-assessable shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”as defined below), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described provided herein Original Issue Date: [●](the “Warrant Shares”). Except as otherwise defined herein, 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This capitalized terms in this Pre-Funded Warrant to Purchase Common Stock (including any Pre-Funded Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) is issued pursuant to (i) that certain Subscription Underwriting Agreement, dated as of February [●]November 25, 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder 2019 (as may be further amended and/or modified and in effect from time to time, the “Subscription AgreementDate”) by and between the Company and A.G.P./Alliance Global Partners, and (ii) the Company’s Registration Statement on Form S-1 (File number 333-234265) (the “Registration Statement”). Capitalized terms used herein but not otherwise defined This Warrant shall have the meanings assigned to them initially be issued and maintained in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good form of a security held in book-entry form and valuable consideration, [HOLDER] the Depository Trust Company or its nominee (together with any successor or permitted assignee or transferee “DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder”) is entitled ’s right to purchase up elect to [●] shares receive a Warrant in certificated form pursuant to the terms of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, Inc., a Delaware corporation (the “Company”), at the Warrant PriceAgreement, all as set forth above and subject to the provisions and upon the terms and conditions set forth in which case this Warrantsentence shall not apply.

Appears in 1 contract

Sources: Warrant Agreement (Vislink Technologies, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock the holder Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate Warrant to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number[address]/[DWAC account] set forth below Date: Name of Registered Holder By: Name: Title: Tax ID:The Company hereby acknowledges this Exercise Notice and hereby directs Computershare Trust Company, N.A. to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. LARIMAR THERAPEUTICS, INC. By: Name: Title: ______, 20__ [___________] Re: [ ] (the “Company”) Dear Sir: [___________] (“[__________]”) intends to transfer _______ Warrants (the “Warrants”) of the Company to __________ (“________”) without registration under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, we have examined and relied upon the truth of representations contained in an Investor Representation Letter attached hereto and have examined such other documents and issues of law as we have deemed relevant. Based on and subject to the foregoing, we are of the opinion that the transfer of the Warrants by _______ to ______ may be effected without registration under the Securities Act. The foregoing opinion is furnished only to ____________ and may not be used, circulated, quoted or otherwise referred to or relied upon by you for any purposes other than the purpose for which furnished or by any other person for any purpose, without our prior written consent. Very truly yours, _____, 20__ [___________________] Gentlemen: _________ Facsimile:(“___”) has agreed to purchase _________ Warrants (the “Warrants”) of [ ] (the “Company”) from [___________] (“[_________]”). We understand that the Warrants are “restricted securities.” We represent and warrant that ______ is a sophisticated institutional investor that would qualify as an “Accredited Investor” as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). ________ represents and warrants as of the date hereof as follows: 1. That it is acquiring the Warrants and the shares of common stock, $0.001 par value per share underlying such Warrants (the “Exercise Shares”) solely for its account as principal and not with a view to or for sale or distribution of said Warrants or Exercise Shares or any part thereof in violation of the Securities Act. ________ also represents that the entire legal and beneficial interests of the Warrants and Exercise Shares _________ is acquiring or being acquired for, and will be held for, its account only; 2. That the Warrants and the Exercise Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. _____________ E-mail Address:_____________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from recognizes that the Company and acknowledged and agreed has no obligation to by _______________register the Warrants, or to comply with any exemption from such registration; or 3. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued That neither the Warrants nor the Exercise Shares may be sold pursuant to that Rule 144 adopted under the Securities Act unless certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, Inc., a Delaware corporation (the “Company”), at the Warrant Price, all as set forth above and subject to the provisions and upon the terms and conditions set forth in this Warrantare met.

Appears in 1 contract

Sources: Warrant Agreement (Larimar Therapeutics, Inc.)

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, the holder __________ shares of Common Stock Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as followsDate: Check here if requesting delivery as a certificate to the following name and to the following address: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Number: Account Number: Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:__, ______ Name of Registered Holder Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Continental Stock Transfer & Trust Company to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. By: Name: Title: Number of Warrant Shares: Date of Issuance: [_____], 2020 (“Issuance Date”) CUSIP: [______] THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK certifies that, for value received, [HOLDER] (the “Holder”) is entitled, subject to the terms set forth below, to purchase from Vislink Technologies, Inc. (the “Company”), at the Exercise Price (as defined below) then in effect, at any time or times on or after [______], 2020 (the “Initial Exercisability Date”), but not after the Expiration Date (as defined below), up to ______________ E-mail Address:(_____________________ The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of ) fully paid non-assessable shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________. By: Name: Title: WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (AS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY A▇▇ ▇▇▇▇▇▇, INC. (THE “COMPANY”as defined below), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described provided herein Original Issue Date: [●](the “Warrant Shares”). Except as otherwise defined herein, 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This capitalized terms in this Pre-Funded Warrant to Purchase Common Stock (including any Pre-Funded Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) is issued pursuant to (i) that certain Subscription Underwriting Agreement, dated as of February [____], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder 2020 (as may be further amended and/or modified and in effect from time to time, the “Subscription AgreementDate”) by and between the Company and A.G.P./Alliance Global Partners, and (ii) the Company’s Registration Statement on Form S-1 (File number 333-[_____]) (the “Registration Statement”). Capitalized terms used herein but not otherwise defined This Warrant shall have the meanings assigned to them initially be issued and maintained in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good form of a security held in book-entry form and valuable consideration, [HOLDER] the Depository Trust Company or its nominee (together with any successor or permitted assignee or transferee “DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder”) is entitled ’s right to purchase up elect to [●] shares receive a Warrant in certificated form pursuant to the terms of fully paid and non-assessable common stock, par value $0.0001 per share (the “Common Stock”), of Aja Holdco, Inc., a Delaware corporation (the “Company”), at the Warrant PriceAgreement, all as set forth above and subject to the provisions and upon the terms and conditions set forth in which case this Warrantsentence shall not apply.

Appears in 1 contract

Sources: Warrant Agreement (Vislink Technologies, Inc.)