SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 30th, 2021 • Liqtech International Inc • Misc industrial & commercial machinery & equipment • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 24, 2021, is by and among LiqTech International, Inc., a Nevada corporation with offices located at Industriparken 22C, DK 2750 Ballerup, Denmark (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT LIQTECH INTERNATIONAL, INC.Security Agreement • September 27th, 2024 • Liqtech International Inc • Misc industrial & commercial machinery & equipment • New York
This Pre-Funded Warrant to Purchase Common Stock (the “Warrant”) certifies that, for value received, [ ] or his 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 [ ], 2024 (the “Initial Exercise Date”) until this Warrant is exercised in full or earlier terminated in accordance with Section 3(d) (the “Termination Date”) but not thereafter, to subscribe for and purchase from LiqTech International, 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).
Common Stock, par value $0.001 per share PURCHASE AGREEMENTPurchase Agreement • May 24th, 2019 • Liqtech International Inc • Misc industrial & commercial machinery & equipment • New York
LiqTech International, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 1,931,035 authorized but unissued shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Company also proposes to grant to the several Underwriters an option to purchase up to 284,827 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.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2020 • Liqtech International Inc • Misc industrial & commercial machinery & equipment • Nevada
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May , 2020 by and among LiqTech International, Inc., a Nevada corporation (the “Company”), and the “Buyers” named in that certain Securities Purchase Agreement by and among the Company and such Buyers (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR...Warrant Agreement • March 8th, 2012 • Liqtech International Inc • Misc industrial & commercial machinery & equipment • New York
This PLACEMENT AGENT’S WARRANT (this “Warrant”) of LiqTech International, Inc., a corporation duly organized and validly existing under the laws of the State of Nevada (the “Company”), is being issued pursuant to that certain Placement Agency Agreement, dated as of March 8, 2012 (the “Placement Agency Agreement”), by and among the Company and Sunrise Securities Corp. (the “Placement Agent”) relating to a public offering (the “Offering”) of up to 8,333,333 shares (the “Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”) pursuant to a Registration Statement on Form S-1 (File No. 333-178837).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 8th, 2012 • Liqtech International Inc • Misc industrial & commercial machinery & equipment • New York
COMMON STOCK PURCHASE WARRANT LIQTECH INTERNATIONAL, INC.Common Stock Purchase Warrant • September 27th, 2024 • Liqtech International Inc • Misc industrial & commercial machinery & equipment
THIS COMMON STOCK PURCHASE WARRANT (this “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 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LIQTECH INTERNATIONAL, INC., a Nevada corporation (the “Company”), up to [●] ([●]) shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. Notwithstanding the foregoing, subject to the Company’s compliance with the notice provisions set forth in Section 3(f) hereof, this Warrant will terminate upon the consummation of a Change of Control. 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).
LIQTECH USA, INC. COMMON STOCK PURCHASE WARRANTWarrant Agreement • August 25th, 2011 • Blue Moose Media Inc • Blank checks • Delaware
This Common Stock Purchase Warrant (this “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 5:00 PM Eastern Standard Time on December 31, 2016 (the “Expiration Date”) but not thereafter, to subscribe for and purchase from Liqtech USA, Inc. (the "Company"), a Delaware corporation, having its principal place of business at 888 Seventh Avenue, New York, NY 10106, up to ______________ shares (the “Shares”)of the Company's common stock, par value $.001 per share (the "Common Stock") at a price of $1,500 per Share, as adjusted in accordance with Section 2 below (the "Purchase Price").
15,635,850 Shares1 of Common Stock 30,425,000 Pre-Funded Warrants to Purchase Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 17th, 2022 • Liqtech International Inc • Misc industrial & commercial machinery & equipment • New York
LiqTech International, Inc., a Nevada corporation (the “Company”) proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), (i) an aggregate of 15,635,850 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company and (ii) 30,425,000 pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of Common Stock (the “Pre-Funded Warrant Shares”) at an exercise price of $0.001 per share. The terms of the Pre-Funded Warrants are set forth in the form of Pre-Funded Warrant attached hereto as Exhibit B. The Company has also granted to the Underwriters an option to purchase up to 6,900,000 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 Underwriting Agreement (this “Agreement”) are herein collectively called the “Shares,” the Firm Shares and the
SUBSCRIPTION AGREEMENTSubscription Agreement • November 20th, 2017 • Liqtech International Inc • Misc industrial & commercial machinery & equipment • Nevada
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is made by and between LiqTech International, Inc. a Nevada corporation (the “Company”), and the undersigned (“Subscriber”) as of the date this Subscription Agreement is accepted by the Company, as set forth on the Company’s signature page hereto.
LEASE AGREEMENTLease Agreement • March 29th, 2012 • Liqtech International Inc • Misc industrial & commercial machinery & equipment • Minnesota
THIS LEASE, made the 11/08/2011 day of November, 2011 between ROBERTS COMMERCIAL PROPERTIES, LLC, a Minnesota limited liability company, having its place of business at 1851 Buerkle Road, White Bear Lake, Minnesota 55110 ("the Lessor") and LiqTech NA, Inc., a Delaware Corporation, having its place of business at 1804 Buerkle Road, White Bear Lake, MN 55110 ("the Lessee')
Translation:Guarantee • March 29th, 2012 • Liqtech International Inc • Misc industrial & commercial machinery & equipment
As security for the performance of any and all obligations concerning the debts described below which Debtor Liqtech A/S Grusbakken 12 2820 Gentofte Time has or may later acquire with respect to Creditor Sydbank A/S (hereinafter referred to as “the Bank”) Guarantors We agree to hold ourselves primary liable as guarantors: Cometas A/S c/o Liqtech A/S, Industriparken 22 C, DK-2750 Ballerup Liqtech NA 1804 Buerkle Road, White Bear lake, MN 55110 Notification On behalf of all guarantors all notifications, including notifications in accordance with section 47 of the Danish Financial Business Act, must be sent to: Cometas A/S c/o Liqtech A/S, Industriparken 22 C, DK-2750 Ballerup Liqtech NA 1804 Buerkle Road, White Bear lake, MN 55110 Debts Any outstanding balances with the Bank. Recourse The guarantors hereby acknowledge and accept that the Bank reserves the right to realise or release any other items of collateral and to write off the proceeds at the Bank’s discretion. Consequently the gua
EXECUTIVE SERVICE AGREEMENTExecutive Service Agreement • December 3rd, 2021 • Liqtech International Inc • Misc industrial & commercial machinery & equipment
LIQTECH INTERNATIONAL, INC. NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • June 27th, 2022 • Liqtech International Inc • Misc industrial & commercial machinery & equipment • New York
This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 22, 2022 (the “Effective Date”), by and among LiqTech International, Inc., a Nevada corporation (the “Company”), and the investors listed on Schedule A attached hereto (collectively, the “Investors”).
Translation: Overdraft FacilityOverdraft Facility • November 15th, 2011 • Liqtech International Inc • Misc industrial & commercial machinery & equipment
The above repayment provision notwithstanding, the facility may at any time be terminated by the debtor or the Bank for repayment in whole or in part without notice.
DIRECTOR’S CONTRACTDirector's Contract • March 29th, 2012 • Liqtech International Inc • Misc industrial & commercial machinery & equipment
ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2012 • Liqtech International Inc • Misc industrial & commercial machinery & equipment
THIS ADDENDUM TO EMPLOYMENT AGREEMENT (“Addendum”), is entered into December 15, 2011, but made effective retroactive to November 16, 2011, by and between LiqTech NA, Inc., a Delaware corporation (the “Company”), and Donald S. Debelak (the “Employee”).
AGREEMENT AND PLAN OF MERGER by and among Blue Moose Media, Inc.,Merger Agreement • October 11th, 2011 • Blue Moose Media Inc • Misc industrial & commercial machinery & equipment • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of the 23rd day of August, 2011, by and among Blue Moose Media, Inc., a Nevada corporation (“BLUE MOOSE”), Blue Moose Delaware Merger Sub, Inc., a Delaware corporation (“MERGER SUB”) and LiqTech USA, Inc., a Delaware corporation (“LIQTECH”). As used in this Agreement, capitalized terms not otherwise defined herein have the meanings ascribed to them in Annex A.
SUBSCRIPTION AGREEMENT BLUE MOOSE MEDIA, INC.Subscription Agreement • October 28th, 2009 • Blue Moose Media Inc • Blank checks • Nevada
THIS SUBSCRIPTION AGREEMENT made this 12th day of August 2009 by and between BLUE MOOSE MEDIA, INC., a Nevada corporation (hereinafter the “Issuer” or “Company”), and the undersigned subscriber (the “Subscriber”), who, for and in consideration of the mutual promises and covenants set forth herein, do hereto agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2024 • Liqtech International Inc • Misc industrial & commercial machinery & equipment • Nevada
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 27, 2024 by and among LiqTech International, Inc., a Nevada corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and such Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 2nd, 2020 • Liqtech International Inc • Misc industrial & commercial machinery & equipment • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May __, 2020, is by and among LiqTech International, Inc., a Nevada corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
Between the undersigned Johnny Marcher Birkegårdsvej 16 3200Helsinge CPR no.: 010171-3971 (Hereinafter called the Director) and LiqTech International A / S Industriparken 22C CVR no.: 2512 1031 (Hereinafter called the Company) has today signed the...Director Contract • March 27th, 2014 • Liqtech International Inc • Misc industrial & commercial machinery & equipment
CONFIDENTIALPrivate Placement Agreement • June 27th, 2022 • Liqtech International Inc • Misc industrial & commercial machinery & equipment • New York
This letter agreement (the “Agreement”) confirms the agreement between LiqTech International, Inc. (the “Company” or “you”) and Lake Street Capital Markets, LLC (“Lake Street” or “we” or “us”) in connection with the proposed offer and private placement (the “Offering”) by the Company of debt securities of the Company (the “Securities”) to a limited number of accredited institutional, individual, or strategic investors (each an “Investor”) at a price and upon terms satisfactory to the Company. The Offering will be made pursuant to one or more exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), and applicable securities laws of states and other jurisdictions (“Blue Sky Laws”).
EXCHANGE AGREEMENTExchange Agreement • August 20th, 2021 • Liqtech International Inc • Misc industrial & commercial machinery & equipment • New York
EXCHANGE AGREEMENT (the “Agreement”) is made as of the [●] day of August 2021, by and between LiqTech International Inc., a Nevada corporation (the “Company”), and [●] (the “Investor”).
FIRST AMENDMENT TO PRE-PREFUNDED COMMON STOCK PURCHASE WARRANTPre-Funded Common Stock Purchase Warrant • November 9th, 2020 • Liqtech International Inc • Misc industrial & commercial machinery & equipment
THIS FIRST AMENDMENT TO PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Amendment”), dated as of August 12, 2020, by and between LiqTech International, Inc. (the “Company”) and Lytton-Kambara Foundation (together with its assigns, the “Holder”), amends that certain Pre-Funded Common Stock Purchase Warrant issued on May 27, 2020 by the Company to the Holder with respect to 515,000 shares of the Company’s Common Stock as Warrant Certificate No.: PFW-1 (the “Warrant”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Warrant.
EXECUTIVE SERVICE AGREEMENTExecutive Service Agreement • August 1st, 2022 • Liqtech International Inc • Misc industrial & commercial machinery & equipment
FIRST AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • October 19th, 2023 • Liqtech International Inc • Misc industrial & commercial machinery & equipment
This FIRST AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (this “Amendment”) is effective as of September 30, 2023 (the “Effective Date”), by and among LiqTech International, Inc., a Nevada corporation (the “Company”), and 21 April Fund, Ltd. and 21 April Fund, L.P. (collectively, the “Investors” and, each, an “Investor”).
PERSONAL GUARANTYPersonal Guaranty • September 2nd, 2011 • Blue Moose Media Inc • Misc industrial & commercial machinery & equipment • New York
This Personal Guaranty (the “Guaranty”) is made as of August 24, 2011, by David N. Nemelka, an individual residing in the United States (“Guarantor”) to Lasse Andreasen, as agent for certain individuals residing in Denmark (“Lender”).
Form of Underwriter’s WarrantUnderwriter's Warrant • July 23rd, 2014 • Liqtech International Inc • Misc industrial & commercial machinery & equipment
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM.
CFO CONTRACTCfo Contract • April 1st, 2019 • Liqtech International Inc • Misc industrial & commercial machinery & equipment
DIRECTOR CONTRACT Between the undersigned Lasse Andreassen Small Vokstrupvej 7 CPR no.: XXXXXX-XXXX (Hereinafter called the Director) and LiqTech A / S Gravel Hill 12 CVR no.: 21 50 36 49 (Hereinafter called the Company) has today signed the following...Director Contract • October 11th, 2011 • Blue Moose Media Inc • Misc industrial & commercial machinery & equipment
SUBSCRIPTION AGREEMENTSubscription Agreement • November 20th, 2017 • Liqtech International Inc • Misc industrial & commercial machinery & equipment • Nevada
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is made by and between LiqTech International, Inc. a Nevada corporation (the “Company”), and the undersigned (“Subscriber”) as of the date this Subscription Agreement is accepted by the Company, as set forth on the Company’s signature page hereto.
Translation: Foreign Currency LoanForeign Currency Loan • November 15th, 2011 • Liqtech International Inc • Misc industrial & commercial machinery & equipment
The interest rate is Sydbank’s lending rate plus a margin of 3.5000 percentage points until 30 December 2011, after which date a new rate will be fixed every quarter.
DIRECTOR CONTRACTDirector Contract • April 1st, 2019 • Liqtech International Inc • Misc industrial & commercial machinery & equipment
SERVICES AGREEMENTServices Agreement • March 27th, 2014 • Liqtech International Inc • Misc industrial & commercial machinery & equipment • Nevada
This Services Agreement (this “Agreement”) is entered into effective as of January 1, 2014 (the “Effective Date”), by and between LiqTech International, Inc., a Nevada corporation (the “Company”) and Aldo Petersen, an individual and Chairman of the Board of the Company (“Mr. Petersen”).
