Common use of Warrant Portion Clause in Contracts

Warrant Portion. At the closing of an Offering, the Company will issue to the Placement Agents (or the designees authorized by such Placement Agents), as compensation for their services hereunder, warrants to purchase shares of the Public Entity’s common stock equal to 8.0% of the number of shares sold in this Offering, excluding those shares sold to investors who are existing Company shareholders (the “Broker Warrants”). The Broker Warrants shall have an exercise price equal to the issue price of common stock sold in the Offering. Under any circumstance, the Broker Warrants shall be immediately exercisable, expire five years from the date of grant, include a net exercise provision (including contemporaneously with a future sale of the Company) and include customary anti-dilution provisions covering stock splits, dividends, mergers and similar transactions. All Broker Warrants shall have provisions permitting unencumbered transfer to the Placement Agents’ employees and affiliates and the warrants may be issued directly to the Placement Agents’ employees and affiliates at the Placement Agents’ written request in compliance with the terms of the warrants.