SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 20th, 2010 • Torvec Inc • Motor vehicle parts & accessories • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of , by and between , a corporation, with headquarters located at , (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 12th, 2021 • CurAegis Technologies, Inc. • Motor vehicle parts & accessories • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 6, 2021, by and between CurAegis Technologies, Inc., a New York corporation, with its address at 350 Linden Oaks, Rochester, New York 14625 (the “Company”), and GENEVA ROTH REMARK HOLDINGS, INC., a New York corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
CONSULTING AGREEMENT THIS AGREEMENT made and entered into the 6th day of February, 1998, effective as of December 1, 1997, by and between Torvec, Inc., a New York corporation having a principal place of business at 11 Pondview Drive, Pittsford, New...Stock Option Agreement • June 12th, 1998 • Torvec Inc • New York
GENERAL SECURITY AGREEMENTGeneral Security Agreement • July 29th, 2019 • CurAegis Technologies, Inc. • Motor vehicle parts & accessories • New York
Bank/Secured Party: M&T Bank, a New York banking corporation with its banking offices at One M&T Plaza, Buffalo, New York 14203 Attention: Office of General Counsel.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 3rd, 2019 • CurAegis Technologies, Inc. • Motor vehicle parts & accessories • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 28, 2019, by and between CurAegis Technologies, Inc., a New York corporation (the “Company”), each purchaser executing a counterpart signature page to this Agreement (each a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • July 13th, 2018 • CurAegis Technologies, Inc. • Motor vehicle parts & accessories
This Warrant is issued pursuant to that certain Securities Purchase Agreement among the Holder, certain other persons and the Company, dated as of MAY 8, 2018.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 28th, 2014 • Torvec Inc • Motor vehicle parts & accessories • New York
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 28 day of March, 2014, by and among Torvec, Inc., a New York corporation (the “Company”), B. Thomas Golisano, a resident of the State of Florida (the “Investor”), and Charles T. Graham and David Still (collectively, the “Additional Investors”). The “Investor” and the “Additional Investors” are referred to collectively as the “Purchasers.”
UNSECURED SUBORDINATED PROMISSORY NOTE AGREEMENTNote Agreement • December 20th, 2019 • CurAegis Technologies, Inc. • Motor vehicle parts & accessories • New York
For value received, CurAegis Technologies, Inc., a New York state corporation (“the Company”), promises to pay to RICHARD A. KAPLAN, the principal sum of Thirty-Five Thousand Dollars ($35,000) (the “Principal Amount”). Simple interest shall accrue from the issuance date of this Note on the unpaid Principal Amount at a rate equal to six percent per annum (6%). This Note is subject to the following terms and conditions.
PROTOTYPE AGREEMENTPrototype Agreement • November 18th, 2009 • Torvec Inc • Motor vehicle parts & accessories • New York
Eastern Mining & Industrial Supply, Inc., a business corporation organized and existing under the laws of the State of West Virginia, having a place of business at 110 Phico Street, Chapmanville, West Virginia 25508 (“Eastern”);
Appendix A: Statement of Work (SOW)CurAegis Technologies, Inc. • August 14th, 2020 • Motor vehicle parts & accessories • Ontario
This Statement of Work (SOW 01), effective June 1, 2020 (SOW 01 Effective Date), is governed by the terms of the Master Service Agreement (“Agreement”) made between Positive Venture Group Inc., 501 – 1400 St. Laurent Blvd., Ottawa, Ontario, K1K 4H4, Canada (“Positive”) and CurAegis Technologies Inc., 350 Linden Oaks, Rochester, New York, USA. 14625. (“You” or “Client”) and is effective as of June 1, 2020 (“Agreement Effective Date”).
LICENSE ASSIGNMENT AND TRANSFER AGREEMENTLicense Assignment and Transfer Agreement • July 19th, 2007 • Torvec Inc • Motor vehicle parts & accessories • New York
THIS LICENSE ASSIGNMENT AND TRANSFER AGREEMENT, is made effective the 15th day of June 2007, by and between Ice Engineering, LLC (“IEL”), a corporation with its principal place of business at 4 Woodland Drive, Lebanon, NH 03766 and Torvec, Inc., a corporation with its principal place of business at B Powder Mills Office Park, 1169 Pittsford-Victor Rd. Suite 125, Pittsford, NY 14534 (“TORVEC”), hereinafter jointly referred to as the “parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • October 6th, 2010 • Torvec Inc • Motor vehicle parts & accessories • New York
EMPLOYMENT AGREEMENT (“Agreement”) effective as of October 4, 2010 (the “Effective Date”) between TORVEC INC., a New York corporation (“Company”), and RICHARD KAPLAN (“Executive”).
SUBSCRIPTION AGREEMENT Torvec, Inc., a New York corporationSubscription Agreement • September 26th, 2011 • Torvec Inc • Motor vehicle parts & accessories • New York
This Subscription Agreement (the “Agreement”) is made by and between Torvec, Inc., a New York corporation (the “Company”), and the undersigned, a director or executive officer of the Company (the “Subscriber”) in connection with the private placement of up to 687,500 Investment Units, for an aggregate of $275,000 to three directors and one executive officer of the Company (the “Purchasing Directors Financing”). Each Investment Unit consists of one (1) share of the Company’s Series C Voting Convertible Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”) initially convertible into an equivalent number of shares of common stock of the Company, par value $0.01 per share (“Common Stock”), and a warrant to purchase one-tenth (1/10th) of a share of Common Stock (the “Warrant”, and together with the Series C Preferred Stock, and the Common Stock issuable upon exercise of the Warrant or conversion of the shares of Series C Preferred Stock, each a “Company Security” and c
DEMAND NOTEDemand Note • July 29th, 2019 • CurAegis Technologies, Inc. • Motor vehicle parts & accessories • New York
BORROWER: CurAegis Technologies, Inc., a New York corporation with an office at 1999 Mt. Read Boulevard, Building 3, Rochester, New York 14615 and _________________________, an individual with an address of _________________________.
SALES & MARKETING AGREEMENTSales & Marketing Agreement • June 16th, 2010 • Torvec Inc • Motor vehicle parts & accessories • New York
THIS SALES AND MARKETING Agreement (“Agreement”) is entered into this 11 day of June, 2010, by and between TORVEC-CHINA, LLC, a New York limited liability Company (hereinafter referred to as “Company”) and ACROSS CHINA (USA), INC., a New York corporation (hereinafter referred to as “Representative”).
FORM OF FIRST AMENDMENT To NON-PLAN NONQUALIFIED STOCK OPTION AGREEMENTNon-Plan Nonqualified Stock Option Agreement • August 29th, 2017 • CurAegis Technologies, Inc. • Motor vehicle parts & accessories
THIS FIRST AMENDMENT to that certain Nonqualified Stock Option Agreement dated January 27, 2011 (“Agreement”) by and between Torvec, Inc. (the “Company”) and ___________ (the “Participant”) is effective as of March 20, 2012.
UNSECURED SUBORDINATED PROMISSORY NOTE AGREEMENTPromissory Note Agreement • September 24th, 2019 • CurAegis Technologies, Inc. • Motor vehicle parts & accessories • New York
For value received, CurAegis Technologies, Inc., a New York state corporation (“the Company”), promises to pay to RICHARD A. KAPLAN, the principal sum of One Hundred Thousand Dollars ($100,000) (the “Principal Amount”). Simple interest shall accrue from the issuance date of this Note on the unpaid Principal Amount at a rate equal to six percent per annum (6%). This Note is subject to the following terms and conditions.
EXHIBIT NUMBER 6.10 SERVICE AND SPACE AGREEMENT THIS AGREEMENT, made the _____ day of _________________, 1997 by and JOSEPH L. NERI, SR., 3740 Rte. 104, Williamson, New York 14589 (the _Owner_), JOSEPH NERI CHEVROLET- OLSMOBILE- PONTIAC, INC., a New...Service and Space Agreement • June 12th, 1998 • Torvec Inc • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 26th, 2011 • Torvec Inc • Motor vehicle parts & accessories • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of September 23, 2011 by and among Torvec, Inc., a New York corporation (the “Company”), B. Thomas Golisano, a resident of the State of Florida (the “Investor”), and each other Purchaser listed on the Schedule of Purchasers attached hereto (each along with the Investor, a “Purchaser” and collectively the “Purchasers”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • March 31st, 2009 • Torvec Inc • Motor vehicle parts & accessories • New York
THIS SETTLEMENT AGREEMENT AND RELEASE is entered into as of the 31st day of December, 2008 (hereinafter referred to as the “Effective Date”), by and between TORVEC, INC., JAMES Y. GLEASMAN a/k/a JAMES A. GLEASMAN (hereinafter “James Y. Gleasman”), KEITH E. GLEASMAN, RICHARD B. SULLIVAN, GARY A. SICONOLFI and FLOYD G. CADY JR. (hereinafter collectively referred to as the “Torvec Parties”), on the one hand, and CXO ON THE GO, LLC, CXO ON THE GO OF DELAWARE, LLC, PHILIP A. FAIN, READ D. MCNAMARA, RICHARD E. OTTALAGANA, and ROBERT F. GREEN (hereinafter collectively referred to as the “CXO Parties”) (the Torvec Parties and the CXO Parties are herein collectively referred to as the “Parties”).
UNSECURED SUBORDINATED PROMISSORY NOTE AGREEMENTNote Agreement • October 17th, 2019 • CurAegis Technologies, Inc. • Motor vehicle parts & accessories • New York
For value received, CurAegis Technologies, Inc., a New York state corporation (“the Company”), promises to pay to RICHARD A. KAPLAN, the principal sum of Fifty Thousand Dollars ($50,000) (the “Principal Amount”). Simple interest shall accrue from the issuance date of this Note on the unpaid Principal Amount at a rate equal to six percent per annum (6%). This Note is subject to the following terms and conditions.
FORM OF NON-PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • August 29th, 2017 • CurAegis Technologies, Inc. • Motor vehicle parts & accessories • New York
This NONQUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”) is made effective as of the 27th day of January (the “Date of Grant”), between Torvec, Inc., a New York corporation (the “Company”), and _________ (the “Participant”).
SECURITIES Purchase AgreementSecurities Purchase Agreement • March 28th, 2014 • Torvec Inc • Motor vehicle parts & accessories • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of March 28, 2014 by and among Torvec, Inc., a New York corporation (the “Company”), B. Thomas Golisano, a resident of the State of Florida (the “Investor”), and each other Purchaser listed on the Schedule of Purchasers attached hereto (each along with the Investor, a “Purchaser” and collectively the “Purchasers”).
FORM OF NON-PLAN STOCK OPTION AGREEMENTNon-Plan • August 29th, 2017 • CurAegis Technologies, Inc. • Motor vehicle parts & accessories
THIS AGREEMENT, entered into as of the Grant Date (as defined in Section 1), by and between _______________ (“Participant”) and Torvec, Inc. (the “Company”);
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2017 • CurAegis Technologies, Inc. • Motor vehicle parts & accessories
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of November __, 2017, and made effective as of January 1, 2017 (the “Effective Date”), between CurAegis Technologies, Inc., a New York corporation (the “Company”), and Richard A. Kaplan (“Executive”). All capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Employment Agreement (as defined below).
CONSULTANT AGREEMENT WITH HEINROCKET INC. 8850 TIPSICO LAKE ROAD HOLLY, MICHIGAN 48442Consultant Agreement • March 29th, 2011 • Torvec Inc • Motor vehicle parts & accessories • New York
This Agreement is made and entered into as of this 13th day of December, 2010 between, Heinrocket Inc., (the “Consultant”), whose address is 8850 Tipsico Lake Road, Holly, Michigan 48442 and Torvec, Inc., (the “Company”), whose address is 1999 Mount Read Blvd., Building 3, Rochester, New York 14615.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 1st, 2016 • CurAegis Technologies, Inc. • Motor vehicle parts & accessories • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 25, 2016, by and between CurAegis Technologies, Inc., a New York corporation (the “Company”), each purchaser executing a counterpart signature page to this Agreement (each a “Purchaser” and collectively the “Purchasers”).
WITNESSETH:Stock Option Agreement • December 17th, 1998 • Torvec Inc • Motor vehicle parts & accessories • New York
MEMORANDUM OF UNDERSTANDING between ROCHESTER INSTITUTE OF TECHNOLOGY and TORVEC, INC.Memorandum Of • August 6th, 2009 • Torvec Inc • Motor vehicle parts & accessories
This Memorandum of Understanding (“Memorandum”) is between Rochester Institute of Technology, a not-for-profit New York State chartered educational institution located at One Lomb Memorial Drive, Rochester, New York 14623 ( “RIT”) and Torvec, Inc. (“Torvec”), a private company located at 1999 Mount Read Blvd., Building 3, Rochester, New York 14615 (“Torvec”) (collectively, “the Parties”).
UNSECURED SUBORDINATED PROMISSORY NOTE AGREEMENTNote Agreement • December 2nd, 2019 • CurAegis Technologies, Inc. • Motor vehicle parts & accessories • New York
For value received, CurAegis Technologies, Inc., a New York state corporation (“the Company”), promises to pay to RICHARD A. KAPLAN, the principal sum of Fifty Thousand Dollars ($50,000) (the “Principal Amount”). Simple interest shall accrue from the issuance date of this Note on the unpaid Principal Amount at a rate equal to six percent per annum (6%). This Note is subject to the following terms and conditions.
CORPORATE SPONSORSHIP AGREEMENTCorporate Sponsorship Agreement • May 26th, 2010 • Torvec Inc • Motor vehicle parts & accessories • New York
This agreement (the “Agreement”) is entered into as of May 18, 2010, (the “Effective Date”) by and between Phoenix Performance, LLC, 481 Schuylkill Road, Phoenixville, PA 19460 (“Vendor”) and Torvec Inc.., a New York corporation with its principal place of business located at 1999 Mt Read Blvd, Building 3, Rochester, NY. 14615 (Torvec).
AMENDMENT NO. 4 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 30th, 2018 • CurAegis Technologies, Inc. • Motor vehicle parts & accessories
This AMENDMENT NO. 4 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made as of March 27, 2018 (the “Effective Date”), among CurAegis Technologies, Inc., a New York corporation (the “Company”), and each Purchaser executing a signature page to this Amendment. All capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Securities Purchase Agreement (as defined below).
COMMON STOCK PURCHASE WARRANTCurAegis Technologies, Inc. • August 7th, 2018 • Motor vehicle parts & accessories
This Warrant is issued pursuant to that certain Securities Purchase Agreement among the Holder, certain other persons and the Company, dated as of JULY 24, 2018.
CONSULTANT AGREEMENT WITH CLIFFORD R. CARLSONConsultant Agreement • December 14th, 2007 • Torvec Inc • Motor vehicle parts & accessories • New York
This Agreement is made and entered into as of the 12th day of December, 2007, between Clifford R. Carlson, (the “Consultant”), whose address is 16070 Willowshore Drive, Fenton, Michigan 48430 and Torvec, Inc., (the “Company”), whose address is 1999 Mount Read Blvd., Building 3, Rochester, New York 14615.
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 13th, 2017 • CurAegis Technologies, Inc. • Motor vehicle parts & accessories
This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made as of August 4, 2017 (the “Effective Date”), among CurAegis Technologies, Inc., a New York corporation (the “Company”), and each Purchaser executing a signature page to this Amendment. All capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Securities Purchase Agreement (as defined below).
