Waiver, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver may be sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FENBO HOLDINGS LIMITED By: Name: Lx Xxx Lxx Xxxxx Title: Chief Executive Officer and Chairman Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: EX XXXXXX, division of Benchmark Investments, LLC By: Name: Sxx Xxxxxxxxxx Title: Supervisory Principal SCHEDULE 1-A Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Public Offering Price per Option Share: $[●] Underwriting Discount per Firm Share: $[●] Underwriting Discount per Option Share: $[●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [__] SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Lock-Up Agreement Lock-Up Agreement __, 2023 EX XXXXXX, division of Benchmark Investments, LLC as Representative of the Underwriters 500 Xxxxxxx Xxxxxx, 00xx Xxxxx New York, New York 10022 Ladies and Gentlemen: The undersigned understands that EX Xxxxxx, division of Benchmark Investments, LLC (the “Representative”) proposes to enter into an Underwriting ...
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, iSPECIMEN INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: ISPECIMEN INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. 00 000 TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: [•] Number of Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free writing prospectus filed with the Commission on [•], 202[•]. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Officers, Directors and Affiliates: Name Position Cxxxxxxxxxx Xxxxxxx Chief Executive Officer, President, and Director Jxxx Xxxxxx Chief Operating Officer, Secretary, Treasurer, and Director Bxxxxxxx Xxxxxx Chief Information Officer Txxxx Xxxxxx Chief Financial Officer Axxxxx X. Xxxx Chairman of the Board Gxxxxx “Bud” Sxxxxx Director Sxxxxx Xxxxxxx Director Jxxx X....
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, ZEROSPO By: Name: Yxxxxx Xxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: Boustead Securities, LLC By: Name: Kxxxx Xxxxx Title: Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised Boustead Securities, LLC TOTAL [*] [*] SCHEDULE 2-A Pricing Information Number of Firm Shares: [*] Number of Option Shares: [*] Public Offering Price per Firm Share: [*] Public Offering Price per Option Share: [*] Underwriting Discount per Firm Share: [*] Underwriting Discount per Option Share: [*] Non-Accountable Expense Allowance per Firm Share: [*] Non-Accountable Expense Allowance per Option Share: [*] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 2-C Written Testing-the-Waters Communications SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement EXHIBIT C Form of Press Release
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, HEPION PHARMACEUTICALS, INC. By: /s/ Rxxxxx Xxxxxx Name: Rxxxxx Xxxxxx Title: CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Priyanka Mahajan Name: Priyanka Mahajan Title: Managing Director [Signature Page] Hepion Pharmaceuticals, Inc. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased ThinkEquity, a division of Fordham Financial Management, Inc. 44,200,000 TOTAL 44,200,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 44,200,000 Public Offering Price per Firm Share: $2.00 Underwriting Discount per Firm Share: $0.135 Proceeds to Company per Firm Share (before expenses): $1.865 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus, dated February 12, 2021 SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties Rxxxxx Xxxxxx Jxxx Xxxxx Gxxx X. Xxxxx Txxxxxx Xxxxx Txxxxx X. Xxxxx Jxxx Xxxxxxxxxx Axxxxx Xxxxx Pxxxxx Wijngaard Txxx X. Xxxxx, M.D. EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR...
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, OAKMONT ACQUISITION CORP. By: Name: Xxxxxxx X. Xxxx Title: President Accepted on the date first above written. XXXXXX XXXXXX & CO. INC. By: Name: Title: SCHEDULE I OAKMONT ACQUISITION CORP. 8,000,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx Xxxxxx & Co. Inc. Xxxxx Fargo Securities, LLC
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, DIGITAL BRANDS GROUP, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc. By: Name: Title: DIGITAL BRANDS GROUP, INC. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Shares and Accompanying Firm Warrants to be Purchased Number of Additional Option Shares and Accompanying Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Kingswood Capital Markets, division of Benchmark Investments, Inc. [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: 2,000,000 Number of Firm Warrants: 2,000,000 Number of Option Shares: 300,000 Number of Option Warrants: 300,000 Public Offering Price per Firm Share and Firm Warrant: $5.00 Public Offering Price per Option Share and Option Warrant: $5.00 Underwriting Discount per Firm Share and Firm Warrant: $0.40 Underwriting Discount per Option Share and Option Warrant: $0.40 Proceeds to Company per Firm Share and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses FWP filed with the Commission on April 28, 2021 SCHEDULE 3 List of Lock-Up Parties
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, FREECAST, INC. By:
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, PHOENIX INDIA ACQUISITION CORP. By: /s/ Name: Xxxxxx Xxxxxx Title: President and Chief Strategy Officer Accepted on the date first above written. XXXXXX & XXXXXXX, LLC By: ______________________________ Name: Xxxx X. Xxxxx III Title: President and Senior Managing Director SCHEDULE I PHOENIX INDIA ACQUISITION CORP. 12,500,000 Units Underwriter Number of Firm Units to be Purchased Xxxxxx & Xxxxxxx, LLC ___________ 12,500,000 SCHEDULE 2.28 PHOENIX INDIA ACQUISITION CORP. Board of Directors Xxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxxx EXHIBIT A Phoenix India Acquisition Corp.
