COMMON STOCK PURCHASE WARRANT POLARITYTE, INC.Common Stock Purchase Warrant • October 14th, 2022 • Polarityte, Inc. • Biological products, (no disgnostic substances) • 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 [●], 202[●] (the “Termination Date”) but not thereafter, to subscribe for and purchase from PolarityTE, Inc., a corporation incorporated under the laws of the state of Delaware (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).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 17th, 1999 • Cdbeat Com Inc • Retail-record & prerecorded tape stores
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 17th, 2022 • Polarityte, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 15, 2022, between PolarityTE, 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”).
AGREEMENT AND PLAN OF MERGER (this "Agreement"), made and entered into as of November 10, 2003, by and among ConnectivCorp, a Delaware corporation ("Parent"), CTTV Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Merger...Merger Agreement • December 12th, 2003 • Connectiv Corp • Retail-record & prerecorded tape stores • New York
EXHIBIT 10.10 CDBEAT.COM, INC. STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (the "AGREEMENT"), dated as of April 11, 2000, between CDBeat.com, Inc., a Delaware corporation (the "COMPANY"), having an address at 29 W. 57th Street, 9th Floor, New York,...Stock Option Agreement • April 14th, 2000 • Cdbeat Com Inc • Retail-record & prerecorded tape stores • New York
CAKEWALK BRE LLC, as Issuer ENTERTAINMENT FINANCE INTERNATIONAL, LLC, as Lender and RZO CORPORATE ADMINISTRATION, INC., as Servicer INDENTURE Dated as of June 29, 1999 $5,500,000 10.09% SENIOR ROYALTY-BACKED NOTESIndenture • April 14th, 2000 • Cdbeat Com Inc • Retail-record & prerecorded tape stores • New York
NON-QUALIFIED STOCK OPTION AGREEMENT MAJESCO ENTERTAINMENT COMPANY AGREEMENT made as of the __ day of _________ 200_, between Majesco Entertainment Company (the "Company"), a Delaware corporation having a principal place of business in _________,...Non-Qualified Stock Option Agreement • June 14th, 2005 • Majesco Entertainment Co • Services-prepackaged software • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 8th, 2022 • Polarityte, Inc. • Biological products, (no disgnostic substances)
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser relating to a private placement (the “Purchase Agreement”).
RECITALSLicense Agreement • October 29th, 2004 • Majesco Holdings Inc • Services-prepackaged software
INCENTIVE STOCK OPTION AGREEMENT MAJESCO ENTERTAINMENT COMPANY AGREEMENT made as of the ___ day of _______ 200_, between Majesco Entertainment Company (the "Company"), a Delaware corporation having a principal place of business in __________,...Incentive Stock Option Agreement • June 14th, 2005 • Majesco Entertainment Co • Services-prepackaged software • Delaware
PRE-FUNDED COMMON STOCK PURCHASE WARRANT polarityte, inc.Security Agreement • June 8th, 2022 • Polarityte, Inc. • Biological products, (no disgnostic substances)
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 hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from PolarityTE, 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).
AGREEMENTAgreement • April 14th, 2000 • Cdbeat Com Inc • Retail-record & prerecorded tape stores • New York
EXHIBIT 10.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("AGREEMENT"), dated as of April 11, 2000, between CDBEAT.COM, Inc., a Delaware corporation (the "COMPANY"), and ELLIOT GOLDMAN (the "EXECUTIVE"): W I T N E S S E T H WHEREAS, the Company...Employment Agreement • April 14th, 2000 • Cdbeat Com Inc • Retail-record & prerecorded tape stores • New York
BACKGROUNDSubscription Agreement • March 1st, 2004 • Connectiv Corp • Retail-record & prerecorded tape stores • Delaware
as IssuerServicing Agreement • April 14th, 2000 • Cdbeat Com Inc • Retail-record & prerecorded tape stores • New York
EX-2(a) Contribution Agreement CONTRIBUTION AGREEMENT CONTRIBUTION AGREEMENT, dated as of October 29, 1999, by and between CDBEAT.COM, INC., a Delaware corporation ("CDBeat"), and CAKEWALK LLC, a Delaware limited liability company ("Cakewalk")....Contribution Agreement • December 1st, 1999 • Cdbeat Com Inc • Retail-record & prerecorded tape stores • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 8th, 2022 • Polarityte, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 5, 2022, between PolarityTE, 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”).
LEASE AGREEMENT BY AND BETWEENLease Agreement • August 11th, 2004 • Majesco Holdings Inc • Services-prepackaged software • New Jersey
EX-10 Employment Agreement EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement"), dated as of November 16, 1999, between CDBEAT.COM, Inc., a Delaware corporation (the "Company"), and ROBERT MILLER (the "Executive") W I T N E S S E T H WHEREAS,...Employment Agreement • December 1st, 1999 • Cdbeat Com Inc • Retail-record & prerecorded tape stores • New York
MAJESCO ENTERTAINMENT COMPANY, ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIESIndenture • June 29th, 2016 • Majesco Entertainment Co • Services-prepackaged software • New York
INDENTURE, dated as of [·], among Majesco Entertainment Company, a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
PolarityTE, Inc. 2,972,973 Shares of Common Stock (par value $0.001 per share) Underwriting AgreementUnderwriting Agreement • April 11th, 2019 • Polarityte, Inc. • Biological products, (no disgnostic substances) • New York
PolarityTE, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 2,972,973 shares of its common stock, par value $0.001 per share (the “Shares”). The 2,972,973 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 445,945 Shares as provided in Section 2. The additional 445,945 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares, are collectively called the “Offered Shares.” Cantor Fitzgerald & Co. has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the
Exhibit 2.2 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Agreement, dated as of December 5th, 2003, is among ConnectivCorp, a Delaware corporation ("Parent"), CTTV Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Merger...Agreement and Plan of Merger • December 22nd, 2003 • Connectiv Corp • Retail-record & prerecorded tape stores
Exhibit 10.12 CONSULTING AGREEMENT This consulting agreement is dated as of October 18, 2000, by and among Entertainment Finance International, LLC, a Delaware limited liability company ("EFI"), EFI Music Holdings LLC, a Delaware limited liability...Consulting Agreement • April 16th, 2001 • Spinrocket Com Inc • Retail-record & prerecorded tape stores • New York
SERIES B PRE-FUNDED COMMON STOCK PURCHASE WARRANT polarityte, inc.Warrant Agreement • January 14th, 2021 • Polarityte, Inc. • Biological products, (no disgnostic substances)
THIS SERIES B 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 hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from PolarityTE, 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).
PolarityTE, Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • March 30th, 2021 • Polarityte, Inc. • Biological products, (no disgnostic substances) • New York
PolarityTE, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT polarityte, inc.Pre-Funded Common Stock Purchase Warrant • October 14th, 2022 • Polarityte, Inc. • Biological products, (no disgnostic substances) • 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 hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from PolarityTE, Inc., a corporation incorporated under the laws of the state of Delaware (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).
EX-2(b) Amendement Agreement AMENDMENT AGREEMENT AMENDMENT AGREEMENT (the "Agreement"), dated as of November 16, 1999 by and among ATLANTIS EQUITIES, INC., a New York corporation ("Atlantis"), DYLAN LLC, a Delaware limited liability company ("Dylan"),...Amendment Agreement • December 1st, 1999 • Cdbeat Com Inc • Retail-record & prerecorded tape stores • New York
EXHIBIT 10 Voting Trust Agreement - Eggers IRREVOCABLE VOTING TRUST THIS AGREEMENT dated October 15, 1998 by and between Bryan Eggers ("Grantor") and Joel Arberman, as Trustee ("Trustee"). RECITALS: WHEREAS, Grantor desires to transfer 50,000 shares...Voting Trust Agreement • May 3rd, 1999 • Cdbeat Com Inc • Retail-record & prerecorded tape stores • Delaware
REFERENCE 10.7 CADNETICS AGREEMENT January 13th, 1998 SMD Group Inc. Bedford Towers 444 Bedford Street Suite 8S Stanford, Connecticut USA 06901 Attention: Mr. Joel Arberman Dear Mr. Arberman: RE: Letter of Intent - Development of a Software...Letter of Intent • May 17th, 1999 • Cdbeat Com Inc • Retail-record & prerecorded tape stores • Quebec
RECITALSLicense Agreement • September 22nd, 2004 • Majesco Holdings Inc • Services-prepackaged software
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER (this "Agreement"), made and entered into as of November 10, 2003, by and among ConnectivCorp, a Delaware corporation ("Parent"), CTTV Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent...Merger Agreement • December 22nd, 2003 • Connectiv Corp • Retail-record & prerecorded tape stores • New York
REFERENCE 10.8 EGGERS EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT THIS AGREEMENT made as of this 15th day of October, 1998 (the "Agreement"), by and between SMD Group Inc., a Delaware corporation ("Employer"), and Bryan Eggers ("Employee"). WITNESSETH:...Employment Agreement • May 17th, 1999 • Cdbeat Com Inc • Retail-record & prerecorded tape stores • Delaware
AMENDMENT NO. 3 TO LICENSE AGREEMENTLicense Agreement • September 22nd, 2004 • Majesco Holdings Inc • Services-prepackaged software
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT polarityte, inc.Placement Agent Common Stock Purchase Warrant • March 17th, 2022 • Polarityte, Inc. • Biological products, (no disgnostic substances)
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 September __, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on __________ __, 20__ (the “Termination Date”) but not thereafter, to subscribe for and purchase from PolarityTE, 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 that certain engagement letter, dated as of March 5, 2022, by and between the Company and H.C. Wainwright & Co., LLC.
EXHIBIT NO. Form of Employment Agreement EMPLOYMENT AGREEMENT THIS AGREEMENT made as of this 15th day of October, 1998 (the "Agreement"), by and between SMD Group Inc., a Delaware corporation ("Employer"), and ____________ ("Employee"). WITNESSETH:...Employment Agreement • February 8th, 1999 • SMD Group Inc • Retail-record & prerecorded tape stores • Delaware
