Titan Motorcycle Co of America Inc Sample Contracts

COMMON STOCK PURCHASE WARRANT
Diffusion Pharmaceuticals Inc. • December 13th, 2019 • Pharmaceutical preparations

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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 13, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Diffusion Pharmaceuticals Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “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).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 13th, 2019 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 11, 2019, between Diffusion Pharmaceuticals Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 29th, 2014 • RestorGenex Corp • Services-amusement & recreation services

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 29, 2014, between RestorGenex Corporation, a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

Emanuele ROSSI
Share Purchase Agreement • August 11th, 2008 • Stratus Media Group, Inc • Services-miscellaneous repair services
COMMON STOCK PURCHASE WARRANT
Diffusion Pharmaceuticals Inc. • February 18th, 2021 • Pharmaceutical preparations • New York

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 February ___, 20261 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Diffusion Pharmaceuticals Inc., a 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). This Warrant is being issued pursuant to the terms of the Underwriting Agreement.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 18th, 2015 • RestorGenex Corp • Pharmaceutical preparations • Delaware

This Indemnification Agreement (this “Agreement”) is made as of , 20 by and between RestorGenex Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement except as otherwise provided herein.

DIFFUSION PHARMACEUTICALS INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 DEBT SECURITIES
Indenture • May 16th, 2019 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations • New York

INDENTURE, dated as of [•], 20[•], among DIFFUSION PHARMACEUTICALS INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 13th, 2019 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 13, 2019, between Diffusion Pharmaceuticals Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

TITAN MOTORCYCLE CO. OF AMERICA AND KOCH INVESTMENT GROUP LIMITED SERIES A CONVERTIBLE PREFERRED STOCK AND COMMON STOCK PURCHASE WARRANTS
Subscription Agreement • October 1st, 1999 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • Arizona
RECITALS:
Intercreditor Agreement • August 21st, 2000 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • Arizona
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 20th, 2020 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 18, 2020, between Diffusion Pharmaceuticals Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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RECITALS
Loan Agreement • October 15th, 1999 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT
Diffusion Pharmaceuticals Inc. • November 13th, 2019 • Pharmaceutical preparations • New York

THIS PLACEMENT AGENT 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 13, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Diffusion Pharmaceuticals Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “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). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of Octob

FORM OF SECURITIES PURCHASE AGREEMENT
Form of Securities Purchase Agreement • November 8th, 2019 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2019, between Diffusion Pharmaceuticals Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

DIFFUSION PHARMACEUTICALS INC. UNDERWRITING AGREEMENT
Underwriting Agreement • January 19th, 2018 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations • New York

The undersigned, Diffusion Pharmaceuticals Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Diffusion Pharmaceuticals Inc., (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

FORM OF PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT
Diffusion Pharmaceuticals Inc. • November 8th, 2019 • Pharmaceutical preparations • New York

THIS PLACEMENT AGENT 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______, 20241 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Diffusion Pharmaceuticals Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “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). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of October 7

29,268,294 SHARES of Common Stock DIFFUSION PHARMACEUTICALS INC. AMENDED AND RESTATED UNDERWRITING AGREEMENT
Diffusion Pharmaceuticals Inc. • February 18th, 2021 • Pharmaceutical preparations • New York

The undersigned, Diffusion Pharmaceuticals Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Diffusion Pharmaceuticals Inc., (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. This Amended and Restated Underwriting Agreement amends, restates and supersedes in its entirety the pr

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT
Diffusion Pharmaceuticals Inc. • May 8th, 2020 • Pharmaceutical preparations • New York

THIS PLACEMENT AGENT 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 8, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Diffusion Pharmaceuticals Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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). This Warrant is being issued pursuant to that certain engagement letter, dated as of March 27, 2020, by and between the Company and H.C. Wainwright & Co., LLC (the “Engagement Letter”).

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT
Diffusion Pharmaceuticals Inc. • May 20th, 2020 • Pharmaceutical preparations • New York

THIS PLACEMENT AGENT 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 18, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Diffusion Pharmaceuticals Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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). This Warrant is being issued pursuant to that certain engagement letter, dated as of March 27, 2020, by and between the Company and H.C. Wainwright & Co., LLC (the “Engagement Letter”).

FORM OF SERIES A WARRANT] CERVOMED INC. SERIES A WARRANT TO PURCHASE COMMON STOCK OR PRE-FUNDED WARRANTS
CervoMed Inc. • March 28th, 2024 • Pharmaceutical preparations • New York

CervoMed Inc., a company organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time, and from time to time, following the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (the “Exercisability Period”), either (x) ______________ (_____________) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”), or in lieu of all or a portion of such Warrant Shares, (y) pre-funded warrants to purchase ______________ (_____________) shares of Common Stock for a future exercise price of $0.001 (the “Pre-Funded Warrants”), in the form attached hereto as An

ANNEX II TO SUBSCRIPTION AGREEMENT
Subscription Agreement • March 24th, 2000 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • Arizona
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