DropCar, Inc. Sample Contracts

AMONG
Stock Purchase Agreement • November 30th, 2004 • WPCS International Inc • Communications services, nec • Pennsylvania
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COMMON STOCK PURCHASE WARRANT ayro, inc.
Common Stock Purchase Warrant • August 14th, 2020 • AYRO, Inc. • Communications services, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Spartan Capital Securities, LLC, 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 June 19, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from AYRO, Inc., a Delaware corporation (the “Company”), up to 9,082 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 issued pursuant to that certain engagement letter (the “Engagement Agreement”), dated March 6, 2020, among AYRO Operating Company, Inc. and Spartan Capital Securities, LLC.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 16th, 2021 • AYRO, Inc. • Communications services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 11, 2021, between AYRO, 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 • May 29th, 2020 • DropCar, Inc. • Communications services, nec

This Registration Rights Agreement (this “Agreement”) is made and entered into as of [_________ __, 2020, between DropCar, Inc., a Delaware corporation (the “Company”), and each of the several holders of Registrable Securities (as defined herein) signatory hereto (each such purchaser, a “Holder” and, collectively, the “Holders”).

SERIES B COMMON STOCK PURCHASE WARRANT AYRO, INC.
Security Agreement • November 23rd, 2020 • AYRO, Inc. • Communications services, nec

THIS SERIES B 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 ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from AYRO, 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).

Recitals
Purchase Agreement • November 19th, 2004 • WPCS International Inc • Communications services, nec • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 26th, 2021 • AYRO, Inc. • Communications services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 25, 2021, between AYRO, 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”).

ARTICLE 1 EMPLOYMENT
Employment Agreement • April 30th, 2004 • WPCS International Inc • Communications services, nec • Missouri
Contract
Indemnification Agreement • March 30th, 2017 • WPCS International Inc • Communications services, nec • Delaware

This Indemnification Agreement ("Agreement") is made as of __________, 2017 by and between WPCS International Incorporated, 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.

Contract
Warrant Agreement • March 23rd, 2022 • AYRO, Inc. • Communications services, nec

THIS WARRANT MAY NOT BE TRANSFERRED WITHOUT THE CONSENT OF THE COMPANY, WHICH CONSENT MAY BE WITHHELD IN THE COMPANY’S SOLE DISCRETION. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT AYRO, INC.
Common Stock Purchase Warrant • January 26th, 2021 • AYRO, Inc. • Communications services, nec

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 AYRO, 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).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 8th, 2023 • AYRO, Inc. • Communications services, nec • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 7, 2023, is by and among AYRO, Inc., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

nFORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 14th, 2018 • DropCar, Inc. • Communications services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 14, 2018, between DropCar, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 8th, 2023 • AYRO, Inc. • Communications services, nec

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 7, 2023, is by and among AYRO, Inc., a Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 27th, 2019 • DropCar, Inc. • Communications services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 26, 2019, between DropCar, 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 • February 1st, 2007 • WPCS International Inc • Communications services, nec • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this day of January, 2007 by and among WPCS International Incorporated, a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).

COMMON STOCK PURCHASE WARRANT ayro, inc.
Common Stock Purchase Warrant • August 14th, 2020 • AYRO, Inc. • Communications services, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Palladium Holdings, LLC, 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 July 8, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from AYRO, Inc., a Delaware corporation (the “Company”), up to 147,368 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 issued pursuant to that certain placement agent and merger advisory agreement (the “Engagement Agreement”), dated December 19, 2019, among AYRO Operating Company, Inc. and Palladium Capital Advisors, LLC.

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COMMON STOCK PURCHASE WARRANT ayro, inc.
Common Stock Purchase Agreement • August 14th, 2020 • AYRO, Inc. • Communications services, nec

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 [________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from AYRO, Inc., a Delaware corporation (the “Company”), up to ______ shares2 (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).

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT AYRO, INC.
Placement Agent Agreement • January 26th, 2021 • AYRO, Inc. • Communications services, nec • New York

THIS PLACEMETN AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Palladium Holdings, LLC 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 July 26, 2021 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 26, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from AYRO, Inc., a Delaware corporation (the “Company”), up to 233,334 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).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 6th, 2019 • DropCar, Inc. • Communications services, nec • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 6, 2019, by and among DropCar, Inc., a Delaware corporation, with headquarters located at 1412 Broadway, Suite 2105, New York, New York 10018 (the “Company”), and the investors listed on the Schedule of Purchasers attached hereto (each, a “Purchaser” and collectively, the “Purchasers”).

WPCS INTERNATIONAL INCORPORATED AND INTERWEST TRANSFER CO., INC., as Rights Agent RIGHTS AGREEMENT dated as of February 24, 2010
Rights Agreement • February 26th, 2010 • WPCS International Inc • Communications services, nec • Delaware

This Rights Agreement, dated as of February 24, 2010 (this “Agreement”), is entered into by and between WPCS INTERNATIONAL INCORPORATED, a Delaware corporation (the “Company”), and INTERWEST TRANSFER CO., INC., as Rights Agent (the “Rights Agent”).

WPCS INTERNATIONAL INCORPORATED DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • December 17th, 2013 • WPCS International Inc • Communications services, nec • Delaware

This Director and Officer Indemnification Agreement, dated as of December 16, 2013 (this “Agreement”), is made by and between WPCS International Incorporated, a Delaware corporation (the “Company”), and Divya Thakur (the “Indemnitee”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 6th, 2019 • DropCar, Inc. • Communications services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 6, 2019, between DropCar, Inc., a Delaware 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”).

PURCHASE AGREEMENT
Purchase Agreement • February 1st, 2007 • WPCS International Inc • Communications services, nec • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the day of January, 2007 by and among WPCS International Incorporated, a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

DROPCAR, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 5th, 2018 • DropCar, Inc. • Communications services, nec • Delaware

This Indemnification Agreement (this “Agreement”) is effective as of January 30, 2018 by and between DropCar, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

Employment Agreement
Employment Agreement • August 14th, 2020 • AYRO, Inc. • Communications services, nec • Texas

This Employment Agreement (the “Agreement”) is made and entered into effective March 8, 2018 (the “Effective Date”), by and between Curt Smith (the “Executive”) and Austin EV, Inc., a Texas corporation (the “Company”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 9th, 2018 • DropCar, Inc. • Communications services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 8, 2018, between DropCar, Inc., a Delaware 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”).

AYRO, INC. LONG-TERM INCENTIVE PLAN
Incentive Stock Option Agreement • May 29th, 2020 • DropCar, Inc. • Communications services, nec • Delaware
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