Form of Representatives 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 AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE YEAR FOLLOWING THE COMMENCEMENT DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO JUNE 15, 2022. VOID AFTER 5:00 P.M., EASTERN TIME, JUNE 15, 2026.
WARRANT TO PURCHASE COMMON STOCK
INHIBIKASE THERAPEUTICS, INC.
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|Warrant Shares: 750,0001 || ||Initial Exercise Date: June 15, 2022|
THIS WARRANT TO PURCHASE COMMON STOCK (the Warrant) certifies that, for value received, _____________ or 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 June 15, 2022, which is one (1) year immediately following the Commencement Date (the Initial Exercise Date) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to 5:00 p.m. (New York time) on June 15, 2026, the date that is five (5) years following the Commencement Date (the Termination Date) but not thereafter, to subscribe for and purchase from INHIBIKASE THERAPEUTICS, INC., a Delaware corporation (the Company), up to SEVEN HUNDRED AND FIFTY THOUSAND (750,000)1 shares of Common Stock, par value $0.001 per share (the Common Stock), of the Company (the Warrant Shares), as subject to adjustment hereunder. 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).
Section 1. Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated in this Section 1:
Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
Commission means the United States Securities and Exchange Commission.
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Total equals 750,000 shares, or 5% of the aggregate number of shares of common stock to be issued and sold in the Offering (excluding shares of common stock sold pursuant to the over-allotment, if any).