RECITALS:Settlement Agreement • March 21st, 2001 • Eduverse Com • Services-business services, nec
This Agreement is made as of October, 1999. BETWEEN: Satellite Television Asian Region Limited, a company organised and existing under the laws of Hong Kong, having its registered office at 8/F, One Harbourfront, 18 Tak Fung Street, Hunghom, Kowloon,...Agreement • April 13th, 2000 • Eduverse Com • Services-business services, nec • Hong Kong
COMMON STOCK PURCHASE WARRANT TAPIMMUNE INC.Tapimmune Inc • August 14th, 2014 • 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 hereof (the “Initial Exercise Date”) and on or prior to the close of business on July 23, 2019 (the “Termination Date”) but not thereafter, to subscribe for and purchase from TAPIMMUNE, INC., a Nevada 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 issued by the Company as of the date hereof pursuant to Section A.2 of the Engagement Agreement, dated as of July 29, 2014, between the Company and H.C. Wainwright & Co., LLC and Section 4(a)(2) of the Securities Act and Rule 506 promulgated hereun
Marker Therapeutics, Inc., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 20__ Debt SecuritiesIndenture • August 10th, 2021 • Marker Therapeutics, Inc. • Pharmaceutical preparations • New York
Indenture, dated as of [·], 20__, among Marker Therapeutics, Inc., a Delaware corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):
EXHIBIT 6.14 EDUVERSE ACCELERATED LEARNING SYSTEMS (CANADA), INC. EMPLOYMENT AGREEMENT THIS AGREEMENT is dated for reference the 3rd day of May 1999. BETWEEN EDUVERSE Accelerated Learning Systems (Canada), Inc., a company incorporated under the laws...Employment Agreement • September 3rd, 1999 • Eduverse Com
EXHIBIT 10.18 CONSULTING SERVICES AGREEMENT -----------------------------Consulting Services Agreement • April 15th, 2003 • Genemax Corp • Services-business services, nec • British Columbia
Marker Therapeutics, Inc. and _____________, As Warrant Agent Form of Preferred Stock Warrant Agreement Dated As Of __________Warrant Agreement • June 14th, 2019 • Marker Therapeutics, Inc. • Pharmaceutical preparations • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between Marker Therapeutics, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2014 • Tapimmune Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 11, 2014, between TapImmune, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Marker Therapeutics, Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • August 10th, 2021 • Marker Therapeutics, Inc. • Pharmaceutical preparations • New York
Marker Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. and RBC Capital Markets, LLC (each, an “Agent,” and together, the “Agents”), as follows:
COMMON STOCK PURCHASE WARRANT TAPIMMUNE INC.Tapimmune Inc • August 14th, 2014 • 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 hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from TAPIMMUNE, INC., a Nevada 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).
ContractSecurities Purchase Agreement • March 10th, 2015 • Tapimmune Inc • Pharmaceutical preparations • New York
EXHIBIT 8.1 STOCK EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT, dated May 28, 1998, is made by and between PERFECT FUTURE, LTD., a Nevada corporation (the "Buyer"), on the one hand, and ESL PRO SYSTEMS INC., a corporation incorporated...Stock Exchange Agreement • September 3rd, 1999 • Eduverse Com • Nevada
EXHIBIT 6.12 BOSWELL - ESL PRO SOFTWARE LICENSE AGREEMENT THIS AGREEMENT made as of the 7th day of May, 1998 BETWEEN: ESL PRO SYSTEMS INC., a Nevada company having an office at 1135 Terminal Way, Suite 209, Reno, Nevada 89502 (hereinafter referred to...Software License Agreement • September 3rd, 1999 • Eduverse Com • British Columbia
Marker Therapeutics, Inc. and _____________, As Warrant Agent Form of Common Stock Warrant Agreement Dated As Of __________Common Stock Warrant Agreement • August 10th, 2021 • Marker Therapeutics, Inc. • Pharmaceutical preparations • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Marker Therapeutics, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
ContractRegistration Rights Agreement • May 18th, 2010 • Tapimmune Inc • Pharmaceutical preparations • Illinois
Marker Therapeutics, Inc. and _____________, As Warrant Agent Form of Preferred Stock Warrant Agreement Dated As Of __________Preferred Stock Warrant Agreement • August 10th, 2021 • Marker Therapeutics, Inc. • Pharmaceutical preparations • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between Marker Therapeutics, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
28,572,000 Shares1 Marker Therapeutics, Inc. Common Stock PURCHASE AGREEMENTPurchase Agreement • March 16th, 2021 • Marker Therapeutics, Inc. • Pharmaceutical preparations • New York
Marker Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 28,572,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of 28,572,000 authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company has also granted to the several Underwriters an option to purchase up to 4,285,800 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement (this “Agreement”) are herein collectively called the “Securities.”
Marker Therapeutics, Inc. and _____________, As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of __________Debt Securities Warrant Agreement • August 10th, 2021 • Marker Therapeutics, Inc. • Pharmaceutical preparations • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Marker Therapeutics, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
TAPIMMUNE INC. WARRANT TO PURCHASE COMMON STOCKTapimmune Inc • March 10th, 2015 • Pharmaceutical preparations • New York
TapImmune Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [--------------], 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, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [-----] (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16. This Warrant is one of th
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • March 2nd, 2020 • Marker Therapeutics, Inc. • Pharmaceutical preparations • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of February 28, 2020 by and between MARKER THERAPEUTICS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2020 • Marker Therapeutics, Inc. • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 28, 2020, by and between MARKER THERAPEUTICS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
Registration Rights AgreementRegistration Rights Agreement • June 22nd, 2017 • Tapimmune Inc • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of [_________________], 2017 (the “Effective Date”) between TapImmune Inc. a Nevada corporation (the “Company”), and the persons who have executed the omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”), and the persons or entities identified in Schedule 1 hereto holding Placement Agent Warrants (as defined below) (collectively the “Brokers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2022 • Marker Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 12, 2022, is entered into by and between MARKER THERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT TAPIMMUNE, INC.Tapimmune Inc • April 18th, 2011 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_______________] (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 the close of business on the fifth (5th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from TapImmune, Inc., a Nevada corporation (the “Company”), up to [_____] shares (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 1(b).
MARKER THERAPEUTICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • December 3rd, 2018 • Marker Therapeutics, Inc. • Pharmaceutical preparations • Texas
This EMPLOYMENT AGREEMENT, dated as of November 27, 2018 (the “Effective Date”), is by and between Marker Therapeutics, Inc. a Delaware corporation (the “Company”), having offices at 3200 Southwest Freeway #2240, Houston, Texas 77027 and at 5 W Forsyth St, Jacksonville, FL 32202 (the “Company Premises”) and Anthony H. Kim (the “Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 22nd, 2017 • Tapimmune Inc • Pharmaceutical preparations • New York
This Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth on the signature page hereof (the “Subscriber”) in connection with the private placement offering (the “Offering”) by TapImmune Inc., a Nevada corporation (the “Company”), of Units (“Units”), with each Unit consisting of one share of the Company’s common stock (“Common Stock”), par value $0.001 per share (each, a “Share”) and one five-year warrant to purchase one share of Common Stock with an exercise price equal to the Market Value (as defined below) (each an “Investor Warrant”). The price per Unit (the “Purchase Price”) will be equal to “Market Value,” as defined below, plus $0.125. The $0.125 will be allocated to the warrant included in the Unit, and the remainder of the Purchase Price will be allocated to the Share of Common Stock. “Market Value” is defined as the consolidated closing bid price per share of the Common Stock on the Nasdaq Stock Market immediately preceding the Company’s acce
BROKER WARRANTTapimmune Inc • June 22nd, 2017 • Pharmaceutical preparations
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT.
EXHIBIT 8.2 STOCK EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT, dated May 29, 1998, is made by and between PERFECT FUTURE, LTD., a Nevada corporation (the "Buyer"), on the one hand, and M&M INFORMATION & MARKETING SERVICES INC., a...Stock Exchange Agreement and Plan of Reorganization • September 3rd, 1999 • Eduverse Com • Nevada
COMMON STOCK PURCHASE WARRANT TAPIMMUNE INC.Tapimmune Inc • November 23rd, 2011 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________ (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 the close of business on the earliest of (i) the second (2nd) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from TapImmune Inc., a Nevada corporation (the “Company”), up to _______________ shares (the “Warrant Shares”) of common stock of the Company (“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 1(b).
EXHIBIT 6.8 EDUVERSE ACCELERATED LEARNING SYSTEMS (CANADA), INC. CONFIDENTIALITY AND NON-COMPETITION AGREEMENT THIS AGREEMENT is dated for reference the 3rd day of May 1999. BETWEEN EDUVERSE Accelerated Learning Systems (Canada), Inc., a company...Competition Agreement • September 3rd, 1999 • Eduverse Com
EXHIBIT 10._ CONSULTING SERVICES AGREEMENT -----------------------------Consulting Services Agreement • November 15th, 2002 • Genemax Corp • Services-business services, nec • British Columbia
EXECUTIVE SERVICES AGREEMENT Between: GENEMAX CORP. And: PATRICK A. McGOWAN GeneMax Corp. Suite 400, 1681 Chestnut Street, Vancouver, British Columbia, Canada, V6J 4M6Executive Services Agreement • November 15th, 2007 • Tapimmune Inc • Pharmaceutical preparations • British Columbia
THIS EXECUTIVE SERVICES AGREEMENT is made and dated for reference effective as at July 1, 2006, as fully executed on this 17th day of November, 2006.
EXHIBIT 6.7 [LOGO OF EDUVERSE.COM] Education, Advertising & the Internet Please review the following terms of the freeENGLISH Affiliate Program Agreement. ---- ---------------------------------------------------------------------------- freeENGLISH...Linking Agreement • September 3rd, 1999 • Eduverse Com
EXHIBIT 6.6 EMPLOYEE STOCK PURCHASE PLAN ACTION FORM ENROLLMENT/CHANGE/WITHDRAWAL AGREEMENT SECTION 1:Employee Stock Purchase • September 3rd, 1999 • Eduverse Com
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 23rd, 2018 • Tapimmune Inc. • Pharmaceutical preparations • Nevada
This Indemnification Agreement (this “Agreement”) is made effective as of __________, 2018, by and between Tapimmune Inc., a Nevada corporation (the “Company”), and ___________ (“Indemnitee”).
