COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • February 18th, 2021 • Diffusion Pharmaceuticals Inc. • 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.
SECURITIES PURCHASE AGREEMENTSecurities 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”).
Emanuele ROSSIShare Purchase Agreement • August 11th, 2008 • Stratus Media Group, Inc • Services-miscellaneous repair services
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
1 Exhibit 4.2 THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT...Common Stock Purchase Warrant • August 21st, 2000 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services
2- 3 on the Borrower's financial condition, properties or operations; (ii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect, having applicability to Borrower, or the articles of...Loan and Security Agreement • September 7th, 2000 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • Arizona
SECURITIES PURCHASE AGREEMENTSecurities 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”).
DIFFUSION PHARMACEUTICALS INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 DEBT SECURITIESIndenture • 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”):
1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth below, is entered into by and between TITAN MOTORCYCLE CO. OF AMERICA, a Nevada corporation, with headquarters located at...Securities Purchase Agreement • June 22nd, 2000 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • New York
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 7, 2000 (this "Agreement"), is made by and between TITAN MOTORCYCLE CO. OF AMERICA, a Nevada corporation (the "Company"), and the person named on the signature page...Registration Rights Agreement • March 24th, 2000 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • Arizona
LEASE FOR TERM ROUGH ICE, L.L.C., AN ARIZONA LIMITED LIABILITY COMPANY, hereinafter called Landlord" and TITAN MOTORCYCLE CO. OF AMERICA hereinafter called Tenant agree as follows: WITNESSETH: 1. THE LEASED PREMISES In consideration of the rents and...Lease Agreement • October 15th, 1999 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services
SERIES I COMMON STOCK PURCHASE WARRANTWarrant Agreement • November 13th, 2019 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations • New York
THIS SERIES I 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 17, 2021 (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).
1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth below, is entered into by and between TITAN MOTORCYCLE CO. OF AMERICA, a Nevada corporation, with headquarters located at...Securities Purchase Agreement • August 21st, 2000 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANTPre-Funded Common Stock Purchase Warrant • November 13th, 2019 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations • New York
THIS PRE-FUNDED 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”) until this Warrant is exercised in full (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).
TITAN MOTORCYCLE CO. OF AMERICA AND KOCH INVESTMENT GROUP LIMITED SERIES A CONVERTIBLE PREFERRED STOCK AND COMMON STOCK PURCHASE WARRANTSSubscription Agreement • October 1st, 1999 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • Arizona
PLAYBOY ENTERPRISES, INC. June 17, 1998 Mr. Patrick Keery President TITAN MOTORCYCLE COMPANY OF AMERICA 2222 West Peoria Avenue Phoenix, AZ 85029 RE: PLAYBOY 45TH ANNIVERSARY LIMITED EDITION MOTORCYCLES Dear Mr. Keery: This letter, when the enclosed...Licensing Agreement • October 15th, 1999 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services
RECITALS:License Agreement • November 17th, 1998 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • California
RECITALS:Intercreditor Agreement • August 21st, 2000 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • Arizona
LOAN AGREEMENT This Loan Agreement (this "Agreement") is entered into as of April 10, 1998 by and between Wells Fargo Bank, National Association ("Lender") and Titan Motorcycle Co. of America, a Nevada corporation ("Borrower"). W I T N E S S E T H:...Loan Agreement • October 15th, 1999 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • California
RECITALSLoan Agreement • October 15th, 1999 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services
1 Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 11, 2000 (this "Agreement"), is made by and between TITAN MOTORCYCLE CO. OF AMERICA, a Nevada corporation, with headquarters located at 2222 West Peoria...Registration Rights Agreement • August 21st, 2000 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • New York
DIFFUSION PHARMACEUTICALS INC. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 28th, 2019 • 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.
2 3 (b) APPLICABILITY. The provisions of this Agreement apply to Registration Statements for Registrable Securities applicable to transactions consummated on the Initial Closing Date and on the Additional Closing Date independently, except as the...Registration Rights Agreement • June 22nd, 2000 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • New York
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANTSecurity Agreement • May 20th, 2020 • Diffusion Pharmaceuticals Inc. • 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”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANTPlacement Agent Common Stock Purchase Warrant • November 13th, 2019 • Diffusion Pharmaceuticals Inc. • 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 AGREEMENTSecurities 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”).
RECITALSLoan Agreement • October 15th, 1999 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services
ANNEX II TO SUBSCRIPTION AGREEMENTSubscription Agreement • March 24th, 2000 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • Arizona
DIFFUSION PHARMACEUTICALS INC. UNDERWRITING AGREEMENTUnderwriting 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.
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANTPlacement Agent Agreement • May 8th, 2020 • Diffusion Pharmaceuticals Inc. • 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”).
FORM OF SERIES A WARRANT] CERVOMED INC. SERIES A WARRANT TO PURCHASE COMMON STOCK OR PRE-FUNDED WARRANTSWarrant Agreement • March 28th, 2024 • CervoMed Inc. • 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
STRICTLY CONFIDENTIAL Diffusion Pharmaceuticals Inc.Exclusive Agency Agreement • May 20th, 2020 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations • New York
FIFTH AMENDMENT TO LOAN AGREEMENT THIS FIFTH AMENDMENT TO LOAN AGREEMENT (the "Amendment") is made as of this 28th day of July, 1999 by and between TITAN MOTORCYCLE CO. OF AMERICA, a Nevada corporation ("Borrower") WELLS FARGO CREDIT, INC., a...Loan Agreement • October 15th, 1999 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • California
29,268,294 SHARES of Common Stock DIFFUSION PHARMACEUTICALS INC. AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • February 18th, 2021 • 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. This Amended and Restated Underwriting Agreement amends, restates and supersedes in its entirety the pr
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANTSecurity Agreement • December 13th, 2019 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations
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 December 11, 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 being issued pursuant to that certain engagement letter by and between the Company and H.C. Wainwright & Co., LLC, dated as of Dec
