SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 17th, 2023 • GZ6G Technologies Corp. • Radiotelephone communications • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 8, 2023, by and between GZ6G TECHNOLOGIES CORP., a Nevada corporation, with headquarters located at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).
RECITALSConsulting Agreement • July 23rd, 2004 • Nanosensors Inc • California
Exhibit 10.2 LICENSE AGREEMENT THIS AGREEMENT made and entered into this 11th day of December, 2003 by NanoSensors, Inc., having a place of business at 1800 Wyatt Drive, Santa Clara, CA., 95054, (hereinafter referred to as LICENSEE), and Axiom Corp...License Agreement • July 23rd, 2004 • Nanosensors Inc • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 17th, 2023 • GZ6G Technologies Corp. • Radiotelephone communications • Virginia
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 2, 2023, by and between GZ6G Technologies Corp., a Nevada corporation, with its address at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2022 • GZ6G Technologies Corp. • Radiotelephone communications • Nevada
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 16, 2021, by and between GZ6G TECHNOLOGIES CORP., a Nevada corporation (the “Company”), and TALOS VICTORY FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities 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 GZ6G TECHNOLOGIES CORP.Common Stock Purchase Warrant • April 17th, 2023 • GZ6G Technologies Corp. • Radiotelephone communications • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the execution of the Purchase Agreement (as defined below)), Mast Hill Fund, L.P.., a Delaware limited partnership (including any permitted and registered 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 of issuance hereof, to purchase from GZ6G Technologies Corp., a Nevada corporation (the “Company”), 11,720,000 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated January 23, 2023, by and among the Company and the Holder (the “Purchase Agreement”).
Exhibit 10.1 NANOSENSORS, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • July 23rd, 2004 • Nanosensors Inc • New York
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • December 1st, 2021 • GZ6G Technologies Corp. • Radiotelephone communications • Nevada
This equity purchase agreement is entered into as of November 10, 2021 (this "Agreement"), by and between GZ6G Technologies Corp., a Nevada corporation (the "Company"), and Mast Hill Fund, L.P., a Delaware limited partnership (the "Investor").
COMMON STOCK PURCHASE WARRANT GZ6G TECHNOLOGIES CORP.Common Stock Purchase Warrant • April 17th, 2023 • GZ6G Technologies Corp. • Radiotelephone communications • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for services provided according to Fee Agreement dated September 7, 2021, J.H. Darbie & Co., Inc., a New York corporation (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period (as defined below), to purchase from GZ6G Technologies Corp., a Nevada corporation (the “Company”), up to 131,850 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated December 20, 2022, by and among the Company and the Introduced Party (as defined in the Fee Agreement).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2006 • Nanosensors Inc • Measuring & controlling devices, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of ___________, 2006, by and among Nanosensors, Inc., a Nevanda corporation (the “Company”), and the investors signatory hereto (each an “Investor” and collectively, the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 25th, 2022 • GZ6G Technologies Corp. • Radiotelephone communications • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 3, 2021, by and between GZ6G TECHNOLOGIES CORP., a Nevada corporation, with headquarters located at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).
EXHIBIT 10.5 MISSION PARK BUSINESS CENTER Dated: February 12, 2004 1. BASIC LEASE TERMS. For purposes of this Lease, the following terms have the following definitions and meanings: (a) LANDLORD: KOLL/INTEREAL BAY AREA, a California general...Nanosensors Inc • October 29th, 2004 • Measuring & controlling devices, nec
THE TRANSFERABILITY OF THIS WARRANT IS RESTRICTED AS PROVIDED IN SECTION 3Nanosensors Inc • June 28th, 2006 • Measuring & controlling devices, nec • New York
This Warrant is one of a duly authorized issue of Warrants, issued by the Company in connection with a certain private offering of its securities (the “Offering”) and pursuant to a certain Securities Purchase Agreement between the Company and the Holder (the “Purchase Agreement”), the terms of which are incorporated herein by reference. The Warrants are similar in terms except for dates, amounts and named holders. By its acceptance of this Warrant, each Holder agrees to be bound by the terms of the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 24th, 2008 • Nanosensors Inc • Measuring & controlling devices, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of January 16, 2008, by and between NANOSENSORS, INC., a Nevada corporation (the “Company”), and the Securityholders of the Company who have signed the signature pages hereto (the “Securityholders”).
CONFIDENTIAL SETTLEMENT AGREEMENTConfidential Settlement Agreement • February 28th, 2008 • Nanosensors Inc • Measuring & controlling devices, nec • California
This CONFIDENTIAL SETTLEMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”), is entered into as of this 21st day of December, 2007 by and among NanoSensors, Inc., a Nevada corporation (the “Company”), and Robert Coutu (the “Creditor”), with offices at __________________________________. The Company and Creditor may be referred to collectively as the“Parties” throughout this Agreement.
SECURITIES PURCHASE AGREEMENT NANOSENSORS, INC. Up to $1,500,000 of Units Each Unit consisting of one share of Common Stock and one Common Stock Purchase Warrant, each entitling the holder to purchase one share of Common Stock.Securities Purchase Agreement • June 28th, 2006 • Nanosensors Inc • Measuring & controlling devices, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), is made by and among those purchasers indicated on the signature page to this Agreement (referred to collectively as the “Purchasers”), and NANOSENSORS, INC., a Nevada corporation (the “Company”). For each Purchaser, this Agreement shall be deemed made as of the later of the date that it is executed by such Purchaser and the Company.
AMENDMENT #1 TO THE COMMON STOCK PURCHASE WARRANT ISSUED ON NOVEMBER 10, 2021GZ6G Technologies Corp. • January 25th, 2022 • Radiotelephone communications
THIS AMENDMENT #1 to the Warrant (as defined below) (the “Amendment”) is entered into as of December 7, 2021 (the “Effective Date”), by and between GZ6G Technologies Corp., a Nevada corporation (the “Company”), and Mast Hill Fund, L.P., a Delaware limited partnership (the “Holder”) (collectively the “Parties”).
THE TRANSFERABILITY OF THIS WARRANT IS RESTRICTED AS PROVIDED IN SECTION 3Nanosensors Inc • January 24th, 2008 • Measuring & controlling devices, nec • New York
For good and valuable consideration, the receipt of which is hereby acknowledged by NANOSENSORS, INC., a Nevada corporation (the “Company”),
Re: Finder’s Fee Agreement Dear William Coleman Smith Jr.:GZ6G Technologies Corp. • January 25th, 2022 • Radiotelephone communications • New York
As you know, GZ6G Technologies Corp. (the “Issuer”), has expressed an interest in obtaining private equity or debt capital for various purposes. This letter agreement (“Agreement”) sets forth the terms and conditions upon which J.H. Darbie & Co., Inc. (“Darbie”), will introduce the Issuer to third-party investors (each, an “Introduced Party”).
AGREEMENT AND RELEASEAgreement and Release • September 13th, 2007 • Nanosensors Inc • Measuring & controlling devices, nec • California
This is an agreement and release (the “Agreement”) between NanoSensors, Inc., its stockholders (solely in their capacity as stockholders of NanoSensors, Inc.), affiliates, divisions, successors and assigns, their respective past and present officers, directors, employees, agents, attorneys, whether as individuals or in their official capacity, and each of their respective successors and assigns (hereinafter collectively referred to as “NanoSensors” or the “Company”) and by his own free will, Ted L. Wong (“Wong” or “Employee”). As used herein, the term “Execution Date” shall mean the later of the two dates on which this Agreement has been executed by Employee and NanoSensors, as specified on the signature page of this Agreement.
AMENDMENT NO. 1 TO SOFTWARE LICENSE AND SERVICES AGREEMENTSoftware License and Services Agreement • April 21st, 2008 • Nanosensors Inc • Measuring & controlling devices, nec
THIS AMENDMENT NO. 1 TO SOFTWARE LICENSE AND SERVICES AGREEMENT (the “Amendment”) is entered as of this 14th day of January 2008 (the “Effective Date”),
LICENSE AGREEMENTLicense Agreement • October 19th, 2006 • Nanosensors Inc • Measuring & controlling devices, nec • Michigan
THIS AGREEMENT made and effective as of the date of last signing (herein the “Effective Date”) by and between Nanosenors, Inc. (herein “Company”), having a principal place of business at 1800 Wyatt Drive, Suite 2, Santa Clara, CA 95054, and Michigan State University (herein “MSU”), having a principal place of business in East Lansing, Michigan 48824, USA. Company and MSU are each a “party”, and may collectively be referred to as the “parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2006 • Nanosensors Inc • Measuring & controlling devices, nec • California
This Employment Agreement (“Agreement”) is entered into as of August 3, 2006 (the “Effective Date”), by and between Dr. Ted Wong, an individual residing at _____________ (“Wong” or “Employee”), and NanoSensors, Inc., a Nevada corporation (the “Company”).
LICENSE AGREEMENTLicense Agreement • October 19th, 2006 • Nanosensors Inc • Measuring & controlling devices, nec • California
THIS AGREEMENT made and effective as of the date of last signing (herein the “Effective Date”) by and between Nanosenors, Inc. (herein “LICENSEE”), having a principal place of business at 1800 Wyatt Drive, Suite 2, Santa Clara, CA 95054, and POSTECH(herein “LICENSOR”), having a principal place of business in Pohang University of Science and Technology (POSTECH) at San31, Nam-Gu, Hyoja-Dong, Pohang, Gyungbook, 790-784, South Korea. LICENSEE and LICENSOR are each a “party”, and may collectively be referred to as the “parties.”
ADDENDUM TO AGREEMENT DATED April 7th, 2022, BETWEEN ACORN MANAGEMENT PARTNERS AND GZ6G TECHNOLOGIES CORP. CHANGE IN PAYMENT COMPENSATION FOR FIRST PERIOD (6 Months) ACORN MANAGEMENT PARTNERS has granted GZ6G TECHNOLOGIES CORP a change in compensation...Addendum to Agreement • July 26th, 2022 • GZ6G Technologies Corp. • Radiotelephone communications
Cash: $11,500 per month Stock: $60,000 of Restricted Shares of the company, with the number of Restricted Shares of the company determined by dividing $60,000 by the closing price on the prior day to the execution of contract (issued and sent within 5 days of the execution and sent to the address in set forth below)
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 28th, 2007 • Nanosensors Inc • Measuring & controlling devices, nec
This Agreement and Plan of Merger (this “Agreement”) is entered into as of November 27, 2007, by and among NANOSENSORS, INC., a Nevada corporation (“Buyer”), CUCHULAINN ACQUISITION INC., a Panamanian corporation and a wholly-owned subsidiary of Buyer (“Merger Sub”), and CUCHULAINN HOLDINGS INC., a Panamanian corporation (“Seller”). Buyer, Merger Sub and Seller are sometimes referred to individually as a “Party” and collectively herein as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2006 • Nanosensors Inc • Measuring & controlling devices, nec • California
This Employment Agreement (“Agreement”) is entered into as of August 3, 2006 (the “Effective Date”), by and between Joshua Moser, an individual residing at __________________ (“Moser” or “Employee”), and NanoSensors, Inc., a Nevada corporation (the “Company”).
CONSULTING AGREEMENTConsulting Agreement • June 7th, 2022 • GZ6G Technologies Corp. • Radiotelephone communications • Nevada
BETWEEN: Beyond Media SEZC (the “Consultant”), a company organized and existing under the laws of the Cayman Islands with its head office located at:
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 24th, 2008 • Nanosensors Inc • Measuring & controlling devices, nec
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment’) by and among NANOSENSORS, INC., a Nevada corporation (“Buyer”), CUCHULAINN ACQUISITION, INC., a Panamanian corporation and wholly-owned subsidiary of Buyer (“Merger Sub”) and CUCHULAINN HOLDINGS INC., a Panamanian corporation (the “Seller”). Buyer, Merger Sub and Seller are sometimes referred to individually as a “Party” and collectively herein as the “Parties”.
