COMMON STOCK PURCHASE WARRANTU.S. Gold Corp. • January 28th, 2021 • Metal mining
THIS COMMON STOCK PURCHASE WARRANT (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 ______________1 (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 U.S. GOLD CORP., a Nevada Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 28th, 2021 • U.S. Gold Corp. • Metal mining • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 28, 2021 by and among U.S. Gold Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EMPLOYMENT AGREEMENT AGREEMENT, dated as of the 1st day of February, 2005, between Dataram Corporation (the "Company"), a New Jersey corporation having a mailing address at P.O. Box 7528, Princeton, New Jersey 08543-7528, and Jeffrey H. Duncan (the...Employment Agreement • July 28th, 2005 • Dataram Corp • Computer storage devices • New Jersey
COMMON STOCK PURCHASE WARRANT U.S. Gold Corp.U.S. Gold Corp. • April 19th, 2024 • Metal mining
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [HOLDER NAME] 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 October [●], 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October [●], 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from U.S. Gold Corp., a Nevada corporation (the “Company”), up to the number of shares set out above (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 10th, 2023 • U.S. Gold Corp. • Metal mining • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 4, 2023 and is between U.S. Gold Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT dataram corporationDataram Corp • May 12th, 2011 • Computer storage devices
THIS COMMON STOCK PURCHASE WARRANT (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 the six-month anniversary of the Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Dataram Corporation, a New Jersey corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
AGREEMENT FOR PURCHASE AND SALE OF ASSETS BETWEEN MEMORY CARD TECHNOLOGY, A/S, IN SUSPENSION OF PAYMENTS, AND DATARAM CORPORATIONAgreement for Purchase and Sale • April 4th, 2001 • Dataram Corp • Computer storage devices
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 19th, 2024 • U.S. Gold Corp. • Metal mining • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 15, 2024, between U.S. Gold Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 12th, 2011 • Dataram Corp • Computer storage devices • New York
CREDIT AGREEMENT Dated: April 16, 2001Credit Agreement • July 26th, 2001 • Dataram Corp • Computer storage devices • New Jersey
COMMON STOCK PURCHASE WARRANT U.S. Gold Corp.Common Stock Purchase • March 21st, 2022 • U.S. Gold Corp. • Metal mining
THIS COMMON STOCK PURCHASE WARRANT (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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 18, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from U.S. Gold Corp., an Nevada corporation (the “Company”), up to 625,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
AMENDMENT TO CREDIT AGREEMENT This AMENDMENT ("Amendment") dated as of January 21, 2002 is by and between FIRST UNION NATIONAL BANK, a national banking association with a place of business at 190 River Road, Summit, New Jersey 07901 (the "Bank") and...Credit Agreement • March 8th, 2002 • Dataram Corp • Computer storage devices • New Jersey
EMPLOYMENT AGREEMENT AGREEMENT, dated as of the 1st day of February, 2005, between Dataram Corporation (the "Company"), a New Jersey corporation having a mailing address at P.O. Box 7528, Princeton, New Jersey 08543-7528, and Mark E. Maddocks (the...Employment Agreement • July 28th, 2005 • Dataram Corp • Computer storage devices • New Jersey
DATARAM CORPORATIONNote and Security Agreement • March 1st, 2010 • Dataram Corp • Computer storage devices • New Jersey
AMENDMENT NUMBER FOUR TO LOAN AGREEMENT This Amendment Number Four to Loan Agreement (the "Amendment") is made as of the 31st day of October, 2000, by and between DATARAM CORPORATION, a New Jersey corporation, having an address at Route 571, Princeton...Loan Agreement • December 22nd, 2000 • Dataram Corp • Computer storage devices • New Jersey
EMPLOYMENT AGREEMENTEmployment Agreement • July 26th, 2002 • Dataram Corp • Computer storage devices • New Jersey
AT THE MARKET OFFERING AGREEMENT November 2, 2018Terms Agreement • November 2nd, 2018 • U.S. Gold Corp. • Metal mining • New York
EXCHANGE AGREEMENTExchange Agreement • January 21st, 2016 • Dataram Corp • Computer storage devices • New York
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of January 15, 2016, is made by and between Dataram Corporation, a Nevada corporation, formerly a New Jersey corporation (“Company”), and the holder of Warrants (as defined herein) signatory hereto (the “Holder”).
EXECUTION COPY ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is entered into as of this ___ day of March, 2009, by and among Micro Memory Bank, Inc., a Pennsylvania corporation (hereinafter referred to as "Seller"), Mr. David Sheerr,...Asset Purchase Agreement • May 26th, 2009 • Dataram Corp • Computer storage devices • New Jersey
ContractU.S. Gold Corp. • August 13th, 2020 • Metal mining • Nevada
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
SECURITY AGREEMENTSecurity Agreement • July 18th, 2014 • Dataram Corp • Computer storage devices • New York
This SECURITY AGREEMENT, dated as of July ___, 2014 (this “Agreement”), is among Dataram Corporation, a New Jersey corporation (the “Company”), (the “Debtors”), Collateral Services LLC, as collateral agent (the “Collateral Agent”) for the holders of the Company’s Subordinated Secured Convertible Bridge Notes due October 15, 2014 which were issued on July ___, 2014, in the original aggregate principal amount of $750,000 (collectively, the “Notes”) (collectively, the “Secured Parties”).
COMMON STOCK PURCHASE WARRANTDataram Corp • September 19th, 2013 • Computer storage devices
THIS COMMON STOCK PURCHASE WARRANT (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 the six-month anniversary of the Issue Date (the " Initial Exercise Date ") and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Dataram Corporation, a New Jersey corporation (the "Company"), up to shares (as subject to adjustment hereunder, the "Warrant Shares") of 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).
EMPLOYMENT AGREEMENTEmployment Agreement • July 22nd, 2021 • U.S. Gold Corp. • Metal mining • Nevada
THIS EMPLOYMENT AGREEMENT (“Agreement”), effective July 19, 2021 (“Effective Date”), is made between U.S. Gold Corp., a Nevada corporation (“Employer” or the “Company”), and Kevin Francis (“Employee”). Employee and the Company are sometimes referred to herein as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 4th, 2015 • Dataram Corp • Computer storage devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July [___], 2015, between Dataram Corporation, a New Jersey corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • March 20th, 2014 • Dataram Corp • Computer storage devices • New York
This Common Stock Purchase Agreement (this “Agreement”) is dated as of March 20, 2014, between Dataram Corporation, a New Jersey corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXCHANGE AGREEMENTExchange Agreement • March 30th, 2020 • U.S. Gold Corp. • Metal mining • New York
WHEREAS, the Investor is the holder of shares of the Company’s Series F Convertible Preferred Stock (“Series F Preferred Stock”) issued pursuant to the Securities Purchase Agreement, dated as of June 11, 2019 (“June 2019 SPA”)
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 5th, 2016 • Dataram Corp • Computer storage devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 3, 2016, between Dataram Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 7th, 2017 • Dataram Corp • Computer storage devices • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 27 day of June 2016, by and between U.S. Gold Corp., a Nevada corporation and David Mathewson, an individual (“Executive”). As used herein, the “Effective Date” of this Agreement shall mean the date first set forth above.
A N DLease Agreement • July 28th, 2009 • Dataram Corp • Computer storage devices • Pennsylvania
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • December 16th, 2019 • U.S. Gold Corp. • Metal mining
SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among DATARAM CORPORATION, DATARAM ACQUISITION SUB, INC. AND COPPER KING LLC Dated as of September 14, 2016 SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 15th, 2016 • Dataram Corp • Computer storage devices • New York
This Second Amended and Restated Agreement and Plan of Merger (this “Agreement”) is entered into as of September 14, 2016, by and among DATARAM CORPORATION, a Nevada corporation (“Parent”); DATARAM ACQUISITION SUB, INC., a Nevada corporation and wholly-owned subsidiary of the Parent (“Buyer”); U.S. GOLD CORP., a Nevada corporation (the “Company”); and Copper King LLC, a principal stockholder of the Company (the “Stockholder”). Parent, Buyer, Company and the Stockholder are each a “Party” and collectively, the “Parties” to this Agreement. This Agreement amends and restates the Agreement and Plan of Merger between the Parties dated as of June 13, 2016 (the “Original Agreement”) and amended and restated on July 29, 2016 (the “First Amended and Restated Agreement”).
Financing AgreementFinancing Agreement • November 8th, 2013 • Dataram Corp • Computer storage devices • New York
AGREEMENT dated November 6, 2013 between Dataram Corporation (“Borrower”), a corporation duly organized and presently existing in good standing under the laws of the State of New Jersey whose chief executive office is at 777 Alexander Road, Suite 100, Princeton, NJ 08540, and ROSENTHAL & ROSENTHAL, INC. (“Lender”), a New York corporation with an address at 1370 Broadway, New York NY 10018.
LEASE AGREEMENT PARTIES THIS AGREEMENT, made this 31 day of January, One Thousand Nine Hundred and Ninety-five, (1995), by and between LEONARD A. GREEN and HARRY SILVER t/a GS DEVELOPERS, 16 West Glenside Road, Glenside, PA 19037 (herein after called...Lease Agreement • July 26th, 2002 • Dataram Corp • Computer storage devices
PATENT PURCHASE AGREEMENTPatent Purchase Agreement • September 11th, 2015 • Dataram Corp • Computer storage devices • Delaware
This PATENT PURCHASE AGREEMENT (this “Agreement”) is entered into, as of the Effective Date (as defined below), by and between Dataram Corporation, a New Jersey corporation, with an office at 777 Alexander Rd., Suite 100, Princeton, NJ 08540 (“Seller”), and Phan Tia Group Pte. LLC, a Delaware limited liability company, with an address at 2711 Centerville Rd, Suite 400, Wilmington, DE 19808 (“Purchaser’’). Seller and Purchaser may hereinafter be referred to collectively as the “Parties” and individually as a “Party” when convenient.
LOCK-UP AGREEMENTLock-Up Agreement • May 26th, 2017 • Dataram Corp • Computer storage devices • New York
This Letter Agreement is being executed in connection with that certain Agreement and Plan of Merger by and between Dataram Corporation (the “Parent”), Dataram Acqusition Sub, Inc., the wholly owned subsidiary of the Parent, U.S. Gold Corp. (the “Company”) and Copper King LLC, a principal stockholder of the Company (the “Merger Agreement” and the transactions contemplated thereby, the “Merger”). The undersigned is an officer, director, consultant or a beneficial owner of shares of capital stock, or securities convertible into or exercisable or exchangeable for the capital stock of the Company (each, a “Company Security”) that will be exchanged for shares of capital stock or securities convertible into or exercisable or exchangeable for capital stock of the Parent (each, a “Parent Security”) upon closing of the Merger (the “Merger Closing Date”) or is otherwise entitled to receive Parent Securities on the Merger Closing Date.
