Warrant Purchase Clause Samples

Warrant Purchase. Subject to the terms and conditions of this Agreement, at the Initial Closing or any Additional Closing(s), as applicable, the Company agrees to sell and issue to each Lender, and each Lender severally agrees to purchase from the Company, a warrant to purchase shares of the Company’s common stock (“Common Stock”), in the form attached hereto as Exhibit B (each, individually, a “Warrant” and collectively, the “Warrants”), exercisable for the maximum number of shares of Common Stock (the “Warrant Stock”) as set forth in each Warrant at an exercise price per share as set forth in the Warrant. The purchase price for the Warrant shall be equal to one-hundredth of one percent (0.01%) of the Principal Amount of each Note purchased by such Lender hereunder, as set forth in the Schedule of Lenders.

Warrant Purchase. Consultant shall have the right to purchase ----------------- 3,000,000 shares of the Company's common shares at an exercise price of USD $.03 per share. Consultant's rights regarding these shares shall vest immediately upon execution of this Agreement.

Warrant Purchase. Substantially simultaneously with, but immediately following the IPO, each Holder shall irrevocably sell, transfer, convey, assign and deliver to TPB, and TPB shall purchase and accept from such Holder, all of such Holder’s right, title and interest in and to the Warrant set forth opposite such Holder’s name on Schedule 1 for the aggregate cash purchase price set forth opposite such Holder’s name on Schedule 1 (such purchase price being equal to $0.40 per Common Unit subject to such Warrant and the amount payable pursuant to Schedule 1 to any Holder in respect of such Holder’s Warrant is referred to herein as such Holder’s “Purchase Price”).

Warrant Purchase. On the terms and subject to the conditions set forth herein, at the Closing (as defined below), the Stockholder shall sell, transfer, convey, assign and deliver to the Company and the Company shall purchase, acquire and accept from the Stockholder’s right, title and interest in and to the Purchased Warrants, free and clear of any liens or encumbrances.

Warrant Purchase. Upon Purchaser’s exercise of the applicable Option, Oramed hereby agrees to sell, transfer and assign to Purchaser, and Purchaser agrees to purchase from Oramed, all right, title and interest in and to the Subject Warrants (free and clear of all Encumbrances (as defined below)) in exchange for an aggregate purchase price of $27,000,000.00 (the “Purchase Price” and the price that is equal to the Purchase Price divided by the Total Warrant Shares, the “Per Share Price” ), to be paid as follows (such purchase and sale of the Subject Warrants, the “Transactions”): (i) on or before September 30, 2025, (A) Purchaser shall pay Oramed $13,000,000.00 in cash by wire transfer of immediately available funds to an account or accounts designated by Oramed (the “First Warrant Payment”), and (B) Oramed shall execute and deliver to Purchaser, one or more assignment forms in the form attached hereto as Exhibit A (the “Assignment Form”), for the assignment of Subject Warrants exercisable for 3,130,000 Warrant Shares (the “Initial Warrant Assignment” and such Subject Warrants, the “Initial Subject Warrants”), and solely upon receipt of the First Warrant Payment by Oramed, the closing of the Initial Warrant Assignment pursuant to this clause (i) shall be deemed effective (the “Initial Warrant Purchase Closing”); and (ii) on or before December 31, 2025, (A) Purchaser shall pay Oramed $14,000,000.00 in cash by wire transfer of immediately available funds to an account or accounts designated by Oramed (the “Final Warrant Payment”, and together with the First Warrant Payment, the “Warrant Payments” and each a “Warrant Payment”) and (B) Oramed shall execute and deliver to Purchaser, one or more Assignment Forms for the assignment of Subject Warrants exercisable for 3,370,000 Warrant Shares (the “Final Warrant Assignment” and such Subject Warrants, the “Final Subject Warrants”), and solely upon receipt of the Final Warrant Payment by Oramed, the closing of the Final Warrant Assignment pursuant to this clause (ii) shall be deemed effective (the “Final Warrant Purchase Closing” and together with the First Warrant Purchase Closing, the “Warrant Purchase Closings” and each a “Warrant Purchase Closing”). The Warrant Purchase Closings together with the Option Closings are referred to herein as the “Closings” and each, a “Closing”).

Warrant Purchase. Bigger hereby irrevocably grants, conveys, sells, transfers, and assigns to NovaBay all right, title, and interest in and to the remaining exercisable Warrants, following the Warrant Exercise, for an aggregate of 504,416 shares of Common Stock (the remaining amount after the exercise and issuance of the Exercised Shares of 131,946 shares of Common Stock) free and clear of all Encumbrances in exchange for a one-time cash payment of US $344,924.04 (the “Warrant Purchase”). Upon the aggregate exercise price being received by NovaBay for the Exercised Shares and evidence and confirmation of the ownership by Bigger of the Exercised Shares, NovaBay will on the next business day make the one-time payment for the Warrant Purchase to Bigger via wire transfer to the account designed by Bigger that is set forth on Schedule 1 to this Agreement. Bigger shall cooperate with NovaBay to cause the Warrant Purchase to be effective, including coordination with NovaBay’s transfer agent for ownership of the Warrants to be transferred to NovaBay.

Warrant Purchase. Sabby hereby irrevocably grants, conveys, sells, transfers, and assigns to NovaBay all right, title, and interest in and to (i) the remaining exercisable Warrants, following the Warrant Exercise, for an aggregate of 1,008,834 shares of Common Stock (the remaining amount after the exercise and issuance of the Exercised Shares of 263,892 shares of Common Stock) and (ii) the expired, unexercised Series F-2 Warrants that represented an additional 636,363 shares of Common Stock and as to which S▇▇▇▇ invoked a Buyout Right prior to their expiration, all free and clear of all Encumbrances in exchange for a one-time cash payment of US $1,125,000.00 (the “Warrant Purchase”). Upon the aggregate exercise price being received by NovaBay for the Exercised Shares and evidence and confirmation of the ownership by S▇▇▇▇ of the Exercised Shares, NovaBay will on the next business day make the one-time payment for the Warrant Purchase to Sabby via wire transfer to the account designed by S▇▇▇▇ that is set forth on Schedule 1 to this Agreement. Sabby shall cooperate with NovaBay to cause the Warrant Purchase to be effective, including coordination with NovaBay’s transfer agent for ownership of the Warrants to be transferred to NovaBay.

Warrant Purchase. Contemporaneously with the execution of this Agreement, the Company shall issue to the Initial Holder Warrants in the form attached hereto as Exhibit A, evidencing the Initial Holder's right to purchase 2,199 shares of Class D Common Stock at the Exercise Price per share.

Warrant Purchase. For each Negotiated Redemption the Company makes pursuant to the Note as amended above, the Company agrees to simultaneously purchase and the Holders agree to simultaneously sell a number of their Warrants (pro rata across the Series A, B & C Warrants) equal to the Negotiated Redemption Percentage multiplied by the number of each Series of Warrant held. As to each Holder, the purchase price for all Series of Warrants purchased in the aggregate pursuant hereto shall be an amount equal to 5% of the Redeemed Principal multiplied by such Holder’s pro rata share of the aggregate principal of the Notes. By way of illustration only, if the Company redeemed 50% of an aggregate outstanding principal amount of the Notes of $12,000,000 for a payment of $4,320,000 (72% of $6,000,000), then the Company would simultaneously purchase 50% of each of the Series A, B & C Warrants for an amount equal to 5% of $6,000,000 or $300,000. Any purchase price for Warrants due hereunder shall be due and payable by the Company to the respective Holders concurrently with the payment of the Negotiated Redemption price that triggers such Warrant purchase. Provided further, that to the extent any Negotiated Redemption is due in Common Stock, the Warrant purchase price shall also be due in Common Stock.