EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the first (1st) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B Signature of Authorized Signatory of Purchaser: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name of Authorized Signatory: ▇▇▇▇▇ ▇▇▇▇▇▇ Title of Authorized Signatory: Director Email Address of Authorized Signatory: Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: Shares: Warrant Shares: Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99% Existing Warrants:
Appears in 1 contract
Sources: Securities Purchase Agreement (Allurion Technologies, Inc.)
EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the first (1st) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B Signature of Authorized Signatory of Purchaser: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name of Authorized Signatory: ▇▇▇▇▇ ▇▇▇▇▇▇ Title of Authorized Signatory: Director Email Address of Authorized Signatory: Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: Shares: Warrant Shares: Beneficial Ownership Blocker ☐ 4.99% [•] Initial Exercise Date: February 12, 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or ☐ 9.99% Existing Warrants:its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 12, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Hyperfine, Inc., a Delaware corporation (the “Company”), up to ______ shares of Class A common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 1 contract
EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the first second (1st2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase 5 Insert for executive officer Purchaser. Form of Lock-Up Agreement to be duly executed by their respective authorized signatories as Form of the date first indicated above. Name of Purchaser: Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B Signature of Authorized Signatory of Purchaser: /s/ Lock-Up Agreement A.G.P./Alliance Global Partners ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name of Authorized Signatory: ▇, ▇▇▇▇ ▇▇▇▇▇▇ Title New York, New York 10022 Ladies and Gentlemen: The undersigned understands that you (“AGP” or the “Placement Agent”) propose to enter into a Placement Agency Agreement (the “Placement Agency Agreement”) providing for the offer and sale (the “Offering”) of Authorized Signatory: Director Email Address (i) shares of Authorized Signatory: Address Class A common stock, par value $0.0001 per share (the “Common Stock”), of Cibus, Inc., a Delaware corporation (the “Company”) and (ii) warrants to purchase shares of Common Stock (each, a “Common Warrant” and together with the Common Stock, the “Securities”). In consideration of the execution of the Placement Agency Agreement by AGP, and for Notice other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of AGP, the undersigned will not, directly or indirectly, (a) offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could reasonably be expected to, result in the transfer or disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, (i) shares of Common Stock that may be deemed to Purchaser: Address be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and over which the undersigned exercises investment discretion and (ii) shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Delivery Common Stock; (b) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of Securities the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (a) or (b) above is to Purchaser be settled by delivery of Common Stock or other securities, in cash or otherwise; (if not same c) except as address provided for notice): Subscription Amount: Shares: Warrant Shares: Beneficial Ownership Blocker ☐ 4.99% below, make any demand for or ☐ 9.99% Existing Warrants:exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company; or (d) publicly disclose the intention to do any of the foregoing for a period commencing on the date hereof and ending sixty (60) days after the date of the effective date of this Agreement (such 60-day period, the “Lock-Up Period”).
Appears in 1 contract
EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on by the first (1st) Trading Day following the date of this Agreement Closing Date and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B ANSON EAST MASTER FUND LP Signature of Authorized Signatory of Purchaser: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name of Authorized Signatory: ▇▇▇▇▇ ▇▇▇▇▇▇ Title of Authorized Signatory: Director Director, Anson Advisors Inc. Email Address of Authorized Signatory: Facsimile Number of Authorized Signatory: Address for Notice to Purchaser: Address Principal Place of Business for Delivery of Securities to Purchaser (if not same as address different than Address for noticeNotice): Subscription Amount: Shares: Warrant Shares: Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99% Existing Warrants:%
Appears in 1 contract
Sources: Securities Purchase Agreement (Allurion Technologies, Inc.)
EIN Number. ☐ ☒ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the first (1st) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Alto Opportunity Master FundCVI Investments, SPC - Segregated Master Portfolio B Inc., By: Heights Capital Management, Inc., its authorized agent Signature of Authorized Signatory of Purchaser: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name of Authorized Signatory: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title of Authorized Signatory: Director President Email Address of Authorized Signatory: Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: Shares: Warrant Shares: Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99% Existing Warrants:
Appears in 1 contract
Sources: Securities Purchase Agreement (Allurion Technologies, Inc.)
EIN Number. ☐ ¨ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on by the first second (1st2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed above -signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B [Redacted] Signature of Authorized Signatory of Purchaser: [/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Redacted] Name of Authorized Signatory: ▇▇▇▇▇ ▇▇▇▇▇▇ [Redacted] Title of Authorized Signatory: Director [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: Address for Notice to Purchaser: [Redacted] Address for Delivery of Securities Shares to Purchaser (if not same as address for notice): Subscription Amount: $ [Redacted] Shares: Warrant Shares300,000_ Warrants: 150,000 Beneficial Ownership Blocker ☐ ¨ 4.99% or ☐ ¨ 9.99% Existing Warrants:%
Appears in 1 contract
EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on by the first second (1st2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. [SIGNATURE PAGES CONTINUE] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Alto Opportunity Master FundEmpery Tax Efficient III, SPC - Segregated Master Portfolio B LP By: Empery Asset Management, LP, its authorized agent Signature of Authorized Signatory of Purchaser: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Director Name of Authorized Signatory: ▇▇▇▇▇ ▇▇▇▇▇▇ Director Title of Authorized Signatory: Director Email Address General Counsel of Authorized Signatory: Empery Asset Management, LP Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: $_________________ Shares: Warrant Shares_________________ Pre-Funded Warrants: __________________ Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99% Existing Warrants:%
Appears in 1 contract
Sources: Securities Purchase Agreement (Kaspien Holdings Inc.)
EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the first second (1st2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN WITNESS WHEREOFRELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated aboveAS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Name of Purchaser: Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B Signature of Authorized Signatory of Purchaser: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name of Authorized Signatory: ▇▇▇▇▇ ▇▇▇▇▇▇ Title of Authorized Signatory: Director Email Address of Authorized Signatory: Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: Shares: THIS SECURITY AND THE 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: Beneficial Ownership Blocker ☐ 4.99% [•] Issue Date: March ___, 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or ☐ 9.99% Existing Warrants:its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from BIORA THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 1 contract
Sources: Securities Purchase Agreement (Biora Therapeutics, Inc.)
EIN Number. ☐ o Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on by the first second (1st2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B [Redacted] Signature of Authorized Signatory of Purchaser: [/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Redacted] Name of Authorized Signatory: ▇▇▇▇▇ ▇▇▇▇▇▇ [Redacted] Title of Authorized Signatory: Director ¨ [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: [Redacted] [Redacted] Subscription Amount: [Redacted] Shares: 1,500,000 Warrants: 750,000 Beneficial Ownership Blocker x 4.99% or ¨ 9.99% EIN Number: [Redacted] ¨ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: [Redacted] Signature of Authorized Signatory of Purchaser: [/s/ Redacted] Name of Authorized Signatory: [Redacted] Title of Authorized Signatory: [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: [Redacted] Subscription Amount: [Redacted] Shares: 937,500 Warrants: 468,750 Beneficial Ownership Blocker x 4.99% or ¨ 9.99% EIN Number: [Redacted] ¨ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: [Redacted] Signature of Authorized Signatory of Purchaser: [/s/ Redacted] Name of Authorized Signatory: [Redacted] Title of Authorized Signatory: [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: Address for Notice to Purchaser: [Redacted] Address for Delivery of Securities Shares to Purchaser (if not same as address for notice): [Redacted] Subscription Amount: $ [Redacted] Shares: Warrant Shares4,000,000 Warrants: 2,000,000 Beneficial Ownership Blocker ☐ x 4.99% or ☐ 9.99% Existing Warrants:%
Appears in 1 contract
EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the first (1st) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. IN WITNESS WHEREOF, [if required pursuant to the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B Signature of Authorized Signatory of Purchaser: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name of Authorized Signatory: ▇▇▇▇▇ ▇▇▇▇▇▇ Title of Authorized Signatory: Director Email Address of Authorized Signatory: Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: SharesTSX Venture Exchange Corporate Finance Manual: Warrant Shares: Beneficial Ownership Blocker ☐ 4.99% _______ Issue Date: August __, 2024 THIS COMMON SHARE PURCHASE WARRANT (the "Warrant") certifies that, for value received, _____________ or ☐ 9.99% Existing Warrants:its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date, as stipulated above, and on or prior to the 5:00 p.m., New York City time on August __, 2029 (the "Termination Date") but not thereafter, to subscribe for and purchase from KWESST Micro Systems Inc., a corporation formed under the laws of the province of British Columbia (the "Company"), up to ______ Common Shares (as subject to adjustment hereunder, the "Warrant Shares"). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 1 contract
Sources: Securities Purchase Agreement (KWESST Micro Systems Inc.)
EIN Number. ☐ ▇▇-▇▇▇▇▇▇▇ o Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the first (1st) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. IN WITNESS WHEREOFJanuary 6, 2025 Re: Securities Purchase Agreement, dated as of January 6, 2025 (the “Purchase Agreement”), between Intrusion Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) Ladies and Gentlemen: Defined terms not otherwise defined in this lock-up agreement (this “Agreement”) shall have the meanings set forth in the Purchase Agreement. Pursuant to Section 2.2(a) of the Purchase Agreement and in satisfaction of a condition of the Company’s obligations under the Purchase Agreement, the undersigned have caused this irrevocably agrees with the Company that, from the date hereof until 90 days after the Closing Date (such period, the “Restriction Period”) the undersigned will not offer, 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, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Purchase Agreement Exchange Act of 1934, as amended (the “Exchange Act”), enter into any swap or other agreement, arrangement, hedge or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any transaction described in any of the foregoing is to be duly executed settled by their respective authorized signatories as delivery of shares of Common Stock, other securities, in cash or otherwise, or publicly announce an intention to do any of the date first indicated aboveforegoing with respect to, any shares of Common Stock of the Company or securities convertible, exchangeable or exercisable into, shares of Common Stock of the Company beneficially owned, held or hereafter acquired by the undersigned (the “Securities”). Name Beneficial ownership shall be calculated in accordance with Section 13(d) of Purchaser: Alto Opportunity Master Fundthe Exchange Act. In order to enforce this covenant, SPC - Segregated Master Portfolio B Signature the Company shall impose irrevocable stop-transfer instructions preventing the transfer agent of Authorized Signatory the Company from effecting any actions in violation of Purchaser: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name this Agreement. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Securities provided that (1) the Company receives a signed lock-up letter agreement (in the form of Authorized Signatory: ▇▇▇▇▇ ▇▇▇▇▇▇ Title this Agreement) for the balance of Authorized Signatory: Director Email Address the Restriction Period from each donee, trustee, distributee, or transferee, as the case may be, prior to such transfer, (2) any such transfer shall not involve a disposition for value, (3) such transfer is not required to be reported with the Securities and Exchange Commission in accordance with the Exchange Act and no report of Authorized Signatory: Address for Notice such transfer shall be made voluntarily, and (4) neither the undersigned nor any donee, trustee, distributee or transferee, as the case may be, otherwise voluntarily effects any public filing or report regarding such transfers, in the case of each of clauses (1), (2), (3) and (4), with respect to Purchaser: Address for Delivery a transfer of Securities to Purchaser (if not same as address for notice): Subscription Amount: Shares: Warrant Shares: Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99% Existing Warrantswhich is:
Appears in 1 contract
EIN Number. ☐ ¨ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on by the first second (1st2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed above -signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B [Redacted] Signature of Authorized Signatory of Purchaser: [/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Redacted] Name of Authorized Signatory: ▇▇▇▇▇ ▇▇▇▇▇▇ [Redacted] Title of Authorized Signatory: Director [Redacted] Email Address of Authorized Signatory: [Redacted] Facsimile Number of Authorized Signatory: Address for Notice to Purchaser: [Redacted] Address for Delivery of Securities Shares to Purchaser (if not same as address for notice): Subscription Amount: [Redacted] Shares: Warrant Shares: 525,000 Warrants:262,500 Beneficial Ownership Blocker ☐ x 4.99% or ☐ ¨ 9.99% Existing Warrants:%
Appears in 1 contract
EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on by the first second (1st2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B Signature of Authorized Signatory of Purchaser: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name of Authorized Signatory: ▇▇▇▇▇ ▇▇▇▇▇▇ Title of Authorized Signatory: Director Email Address of Authorized Signatory: Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: Shares: Warrant Shares: Beneficial Ownership Blocker ☐ 4.99% Initial Exercise Date: September 21, 2023 THIS SERIES A ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or ☐ 9.99% Existing Warrants:its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 21, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gorilla Technology Group Inc., a Cayman Islands exempted company (the “Company”), up to ordinary shares, $0.0001 par value each (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 1 contract
Sources: Securities Purchase Agreement (Gorilla Technology Group Inc.)
EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on by the first second (1st2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. Form of Warrant (non-affiliated purchasers) NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN WITNESS WHEREOFRELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated aboveAS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Name of Purchaser: Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B Signature of Authorized Signatory of Purchaser: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name of Authorized Signatory: ▇▇▇▇▇ ▇▇▇▇▇▇ Title of Authorized Signatory: Director Email Address of Authorized Signatory: Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: Shares: THIS SECURITY AND THE 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: Beneficial Ownership Blocker ☐ 4.99% _______ Issue Date:______, 2024 Initial Exercise Date: _______, 20241 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or ☐ 9.99% Existing Warrants:its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from MAIA Biotechnology, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 1 contract
Sources: Securities Purchase Agreement (MAIA Biotechnology, Inc.)
EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on by the first (1st) Trading Day following the date of this Agreement Closing Date and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Alto Opportunity Armistice Capital Master Fund, SPC - Segregated Master Portfolio B Fund Ltd. Signature of Authorized Signatory of Purchaser: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name of Authorized Signatory: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title of Authorized Signatory: Director CIO of Armistice Capital, LLC, the Investment Manager Email Address of Authorized Signatory: Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: Shares: Warrant Shares: Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99% Existing Warrants:%
Appears in 1 contract
Sources: Securities Purchase Agreement (Allurion Technologies, Inc.)
EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the first second (1st2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. IN WITNESS WHEREOFLOCK-UP AGREEMENT LOCK-UP AGREEMENT _____, 2024 CLEARSIDE BIOMEDICAL, INC. Re: Securities Purchase Agreement, dated as of February 6, 2024 (the “Purchase Agreement”), among Clearside Biomedical, Inc. (the “Company”) and the purchasers signatory thereto (the “Purchasers”) Ladies and Gentlemen: Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Purchase Agreement. Pursuant to Section 2.3 of the Purchase Agreement and in satisfaction of a condition of the Company’s obligations under the Purchase Agreement, the undersigned have caused this irrevocably agrees with the Company that, from the date hereof until forty five (45) days after the Closing Date (such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Purchase Agreement Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, any shares of Common Stock of the Company or securities convertible, exchangeable or exercisable into, shares of Common Stock of the Company beneficially owned, held or hereafter acquired by the undersigned (the “Securities”) or make any demand for or exercise any right or cause to be duly executed by their respective authorized signatories as filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or Common Stock Equivalents or publicly disclose the intention to do any of the date first indicated aboveforegoing. Name Beneficial ownership shall be calculated in accordance with Section 13(d) of Purchaser: Alto Opportunity Master Fundthe Exchange Act. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Securities except in compliance with the foregoing restrictions. Notwithstanding the foregoing, SPC - Segregated Master Portfolio B Signature and subject to the conditions below, the undersigned may transfer the Securities provided that (1) the Company receives a signed lock-up letter agreement (in the form of Authorized Signatory this Letter Agreement) for the balance of Purchaser: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name the Restriction Period from each donee, trustee, distributee, or transferee, as the case may be, prior to such transfer, (2) with respect to clauses (i) – (v) and (vii), any such transfer shall not involve a disposition for value, (3) with respect to clauses (i) – (v) and (vii), such transfer is not required to be reported with the Securities and Exchange Commission in accordance with the Exchange Act and no report of Authorized Signatory: ▇▇▇▇▇ ▇▇▇▇▇▇ Title of Authorized Signatory: Director Email Address of Authorized Signatory: Address for Notice such transfer shall be made voluntarily, and (4) neither the undersigned nor any donee, trustee, distributee or transferee, as the case may be, otherwise voluntarily effects any public filing or report regarding such transfers, with respect to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: Shares: Warrant Shares: Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99% Existing Warrantstransfer:
Appears in 1 contract
Sources: Securities Purchase Agreement (Clearside Biomedical, Inc.)
EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the first (1st) Trading Day following the date of this Agreement (or the second (2nd) Trading Day following the date of this Agreement if this Agreement is signed on a day that is not a Trading Day or after 4:30 p.m. (New York City time) and before midnight (New York City time) on a Trading Day) and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as None. Number of the date first indicated above. Name of Purchaser: Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B Signature of Authorized Signatory of Purchaser: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name of Authorized Signatory: ▇▇▇▇▇ ▇▇▇▇▇▇ Title of Authorized Signatory: Director Email Address of Authorized Signatory: Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: Shares: Number of Pre-Funded Warrants: Number of Common Warrants: Public Offering Price per Share and accompanying Common Warrant: Public Offering Price per Pre-Funded Warrant and accompanying Common Warrant: Placement Agent Commission per Share and accompanying Common Warrant: Placement Agent Commission per Pre-Funded Warrant and accompanying Common Warrant: Placement Agent non-accountable expense allowance: $5,000 Proceeds to Company per Share and accompanying Common Warrant (before expenses and non-accountable expense allowance): Proceeds to Company per Pre-Funded Warrant and accompanying Common Warrant (before expenses and non-accountable expense allowance): Warrant Shares: Beneficial Ownership Blocker ☐ 4.99% _______ Issue Date: _____, 2025 THIS COMMON SHARE PURCHASE WARRANT (the "Warrant") certifies that, for value received, _____________ or ☐ 9.99% Existing Warrants:its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date, as stipulated above (the "Initial Exercise Date"), and on or prior to the 5:00 p.m., New York City time on _______1 (the "Termination Date") but not thereafter, to subscribe for and purchase from DEFSEC Technologies Inc., a corporation formed under the laws of the province of British Columbia (the "Company"), up to ______ Common Shares (as subject to adjustment hereunder, the "Warrant Shares"). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 1 contract
Sources: Securities Purchase Agreement (DEFSEC Technologies Inc.)
EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the first second (1st2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. IN WITNESS WHEREOFWarrant No. [•] OptiNose, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the undersigned have caused this Securities Purchase Agreement receipt and sufficiency of which are hereby acknowledged, [•] or its registered assigns (the “Holder”), is entitled, subject to be duly executed by their respective authorized signatories as the terms set forth below, to purchase from the Company up to a total of [•] shares of common stock, $0.001 par value per share (the “Common Stock”), of the date first indicated above. Name of Purchaser: Alto Opportunity Master FundCompany (each such share, SPC - Segregated Master Portfolio B Signature of Authorized Signatory of Purchaser: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name of Authorized Signatory: ▇▇▇▇▇ ▇▇▇▇▇▇ Title of Authorized Signatory: Director Email Address of Authorized Signatory: Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: Shares: a “Warrant Share” and all such shares, the “Warrant Shares: Beneficial Ownership Blocker ☐ 4.99% ”) at an exercise price per share equal to $[0.001] per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”), upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or ☐ 9.99% Existing Warrantsreplacement hereof, the “Warrant”) at any time and from time to time on or after the date hereof (the “Original Issue Date”), subject to the following terms and conditions:
Appears in 1 contract
EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on [the first (1st) Trading Day following the date of this Agreement if this Agreement is entered into before 4:00 p.m. Eastern time, or no later than the second (2nd) Trading Day following the date hereof, if this Agreement is entered at or after 4:00 p.m. Eastern time]5[the [•] Trading Day following the Date of this Agreement]6, and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase 3 Note to Draft: Insert for executive officer Purchaser. 4 Note to Draft: Insert for executive officer Purchaser. 5 Note to Draft: Applicable to Purchasers who are not Affiliates. 6 Note to Draft: Applicable to Purchasers who may be Affiliates. Form of Lock-Up Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B Signature of Authorized Signatory of Purchaser: /s/ A.G.P./Alliance Global Partners ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name of Authorized Signatory: ▇, ▇▇▇▇ ▇▇▇▇▇▇ Title New York, New York 10022 Ladies and Gentlemen: The undersigned understands that you (“AGP”) propose to enter into a Placement Agency Agreement (the “Placement Agency Agreement”) providing for the offer and sale (the “Offering”) of Authorized Signatory: Director Email Address (i) shares (the “Shares”) of Authorized Signatory: Address Class A common stock, par value $0.0001 per share (the “Common Stock”), of Cibus, Inc., a Delaware corporation (the “Company”); (ii) pre-funded warrants to purchase shares of Common Stock (each, a “Pre-Funded Warrant”) and (iii) warrants to purchase shares of Common Stock (together with the Shares and Pre-Funded Warrants, the “Securities”). Capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Securities Purchase Agreement between the Company and the and the purchasers listed therein. In consideration of the execution of the Placement Agency Agreement by AGP, and for Notice other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of AGP, the undersigned will not, directly or indirectly, (a) offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could reasonably be expected to, result in the transfer or disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, (i) shares of Common Stock that may be deemed to Purchaser: Address be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and over which the undersigned exercises investment discretion and (ii) shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Delivery Common Stock; (b) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of Securities the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (a) or (b) above is to Purchaser be settled by delivery of Common Stock or other securities, in cash or otherwise; (if not same c) except as address provided for notice): Subscription Amount: Shares: Warrant Shares: Beneficial Ownership Blocker ☐ 4.99% below, make any demand for or ☐ 9.99% Existing Warrants:exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company; or (d) publicly disclose the intention to do any of the foregoing for a period commencing on the date hereof and ending sixty (60) days following the Closing Date (such 60-day period, the “Lock-Up Period”).
Appears in 1 contract
EIN Number. ☐ o Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on by the first second (1st2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B [Redacted] Signature of Authorized Signatory of Purchaser: [/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Redacted] Name of Authorized Signatory: ▇▇▇▇▇ ▇▇▇▇▇▇ [Redacted] Title of Authorized Signatory: Director [Redacted] Email Address of Authorized Signatory: Address for Notice to Purchaser[Redacted] Facsimile Number of Authorized Signatory: Address for Delivery of Securities Shares to Purchaser (if not same as address for notice): Subscription Amount: [Redacted] Shares: Warrant Shares4,000,000 Warrants: 2,000,000 Beneficial Ownership Blocker ☐ x 4.99% or ☐ ¨ 9.99% Existing Warrants:EIN Number: [Redacted] ¨ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date.
Appears in 1 contract
EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the first (1st) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. IN WITNESS WHEREOFSeptember [__], the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Alto Opportunity Master Fund2025 BioCardia, SPC - Segregated Master Portfolio B Signature of Authorized Signatory of Purchaser: /s/ ▇▇Inc. ▇▇▇ ▇▇▇▇▇▇ Name of Authorized Signatory: ▇▇▇▇▇ ▇▇▇▇▇▇ Title Sunnyvale, CA 94085 Re: Securities Purchase Agreement, dated as of Authorized SignatorySeptember [__], 2025 (the “Purchase Agreement”), between BioCardia, Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) Ladies and Gentlemen: Director Email Address Defined terms not otherwise defined in this lock-up agreement (the “Lock-Up Agreement”) shall have the meanings set forth in the Purchase Agreement. Pursuant to Section 2.2(a) of Authorized Signatory: Address the Purchase Agreement and in satisfaction of a condition of the Company’s obligations under the Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until sixty (60) days following the Closing Date (such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, any Common Stock of the Company or securities convertible, exchangeable or exercisable into, Common Stock of the Company beneficially owned, held or hereafter acquired by the undersigned (the “Securities”). Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Securities provided that (1) in the case of clauses (i), (ii), (iii), (iv), (v), (vi) and (vii) below, the Company receives a signed lock-up agreement (in the form of this Lock-Up Agreement) for Notice the balance of the Restriction Period from each donee, trustee, distributee, or transferee, as the case may be, prior to Purchaser: Address such transfer, and (2) in the case of clauses (i), (ii), (iii), (iv), (v), (vi) and (vii) below, any such transfer shall not involve a disposition for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: Shares: Warrant Shares: Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99% Existing Warrantsvalue:
Appears in 1 contract
EIN Number. ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the first (1st) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: Alto Opportunity Master Bigger Capital Fund, SPC - Segregated Master Portfolio B LP Signature of Authorized Signatory of Purchaser: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name of Authorized Signatory: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title of Authorized Signatory: Director Managing Member of the GP Email Address of Authorized Signatory: Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: $ Shares: Warrant Shares: Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99% Existing Warrants:
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Sources: Securities Purchase Agreement (Allurion Technologies, Inc.)