COMMON STOCK PURCHASE WARRANT Xpresspa group, inc.Common Stock Purchase Warrant • December 21st, 2020 • XpresSpa Group, Inc. • Services-personal services
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 December 21, 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 21, 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from XpresSpa Group, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock (the shares of Common Stock issuable upon exercise hereof being referred to as the “Warrant Shares”) 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 AGREEMENTSecurities Purchase Agreement • August 7th, 2024 • XWELL, Inc. • Services-personal services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 6, 2024, between XWELL, 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”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Xpresspa group, inc.Security Agreement • June 17th, 2020 • XpresSpa Group, Inc. • Services-personal services
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 ____________ (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 XpresSpa Group, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock (the shares of Common Stock issuable upon exercise hereof being referred to as the “Warrant Shares”) 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 Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of March 25, 2020.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 17th, 2020 • XpresSpa Group, Inc. • Services-personal services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 17, 2020, between XpresSpa Group, 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”).
PREFUNDED COMMON STOCK PURCHASE WARRANT Xpresspa group, inc.Common Stock Purchase Warrant • August 28th, 2020 • XpresSpa Group, Inc. • Services-personal services
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 August ___, 2020 (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from XpresSpa Group, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock (the shares of Common Stock issuable upon exercise hereof being referred to as the “Warrant Shares”) 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 AGREEMENTSecurities Purchase Agreement • May 4th, 2015 • Vringo Inc • Communications services, nec • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 4, 2015, is by and among Vringo, Inc., a Delaware corporation with headquarters located at 780 Third Avenue, 12th Floor, New York, New York 10017 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 8th, 2019 • XpresSpa Group, Inc. • Services-personal services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 8, 2019, between XpresSpa Group, Inc., a Delaware corporation and includes any successor Company thereto (the “Company”), and Calm.com, Inc., a Delaware company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • March 29th, 2010 • Vringo Inc • Communications services, nec • New York
This Warrant Agreement (“Warrant Agreement”) is made as of , 2010, by and between Vringo, Inc., a Delaware corporation, (the “Company”), and American Stock Transfer & Trust Company (the “Warrant Agent”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Xpresspa group, inc.Placement Agent Common Stock Purchase Warrant • December 21st, 2020 • XpresSpa Group, Inc. • Services-personal services
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 December 21, 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 21, 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from XpresSpa Group, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock (the shares of Common Stock issuable upon exercise hereof being referred to as the “Warrant Shares”) 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 Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of March 25, 2020, as amended on June 16, 2020
SECOND AMENDED AND RESTATED UNSECURED CONVERTIBLE NOTE DUE MAY 31, 2022Convertible Security Agreement • April 24th, 2020 • XpresSpa Group, Inc. • Services-personal services • New York
THIS CONVERTIBLE NOTE is a duly authorized and validly issued Note of XPRESSPA GROUP, INC., a Delaware corporation, (the “Borrower”), having its principal place of business at 254 West 31st Street, 11th Floor, New York, New York 10001, due May 31, 2022 (the “Note”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2019 • XpresSpa Group, Inc. • Services-personal services • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 8, 2019, by and among XpresSpa Group, Inc., a Delaware corporation, with headquarters located at 780 Third Avenue, 12th Floor, New York, NY 10017 (the "Company"), and the investor listed on the Schedule of Investors attached hereto (the "Lender").
•] UNITS VRINGO, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 29th, 2010 • Vringo Inc • Communications services, nec • New York
6,000,000 Shares FORM HOLDINGS CORP. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2017 • FORM Holdings Corp. • Patent owners & lessors • New York
The Company has prepared and filed in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules”) adopted by the Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (No. 333-205303), which became effective as of July 23, 2015, including a base prospectus (the “Base Prospectus”) relating to common stock, preferred stock, debt securities, warrants, rights, purchase contracts and units of the Company that may be sold from time to time by the Company in accordance with Rule 415 of the Securities Act, and such amendments thereof as may have been required to the date of this Agreement. Copies of such Registration Statement (including all amendments thereof and all documents deemed incorporated by reference therein) and of the related Base Prospectus have heretofore been delivered by the Company or are otherwise available to you.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 19th, 2020 • XpresSpa Group, Inc. • Services-personal services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 19, 2020, between XpresSpa Group, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2018 • XpresSpa Group, Inc. • Services-personal services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 15, 2018, between XpresSpa Group, Inc., a Delaware corporation and includes any successor Company thereto (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 21st, 2013 • Vringo Inc • Communications services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into this 31st day of January, 2013, by and between VRINGO, INC., a Delaware corporation (the "Corporation"), and ________________ ("Agent").
SECURITY AGREEMENTSecurity Agreement • May 15th, 2018 • XpresSpa Group, Inc. • Services-personal services • New York
This SECURITY AGREEMENT, dated as of May __, 2018 (this “Agreement”), is among XpresSpa Holdings, LLC, a Delaware limited liability company (the “Company”), each of the undersigned direct and indirect Subsidiaries of the Company and any Subsidiary of the Company which shall become a party to this Agreement by execution and delivery of the form annexed hereto as Annex A and the Subsidiary Guaranty annexed thereto (each such Subsidiary, a “Guarantor” and together with the Company, the “Debtors”), Alpha Capital Anstalt, as collateral agent (the “Collateral Agent”) for the holders of XpresSpa Group, Inc.’s Secured Convertible Notes issued at or about May ___, 2018, in the original aggregate principal amount of up to $4,550,000 and such other of the Company’s secured convertible notes, in favor of the Secured Parties (as defined below), which may be issued in the future (collectively, the “Notes”) (collectively, the “Secured Parties”).
XWELL, INC. and EQUINITI TRUST COMPANY, LLC as Rights Agent Tax Benefits Preservation Plan Dated as of August 16, 2024 TAX BENEFITS PRESERVATION PLANTax Benefits Preservation Plan • August 16th, 2024 • XWELL, Inc. • Services-personal services • Delaware
Tax Benefits Preservation Plan, dated as of August 16, 2024 (this “Plan”), between XWELL, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rights Agent”).
SECTION 382 RIGHTS AGREEMENT dated as of March 18, 2016 between VRINGO, INC. and American Stock Transfer & Trust Company, LLC, as Rights AgentSection 382 Rights Agreement • March 21st, 2016 • Vringo Inc • Patent owners & lessors • Delaware
WHEREAS, the Company has generated NOLs and other Tax Benefits (as such terms are hereinafter defined) for United States Federal income tax purposes; and such NOLs and other Tax Benefits may potentially provide valuable tax benefits to the Company; the Company desires to avoid an “ownership change” within the meaning of Section 382 and the Treasury Regulations (as such terms are hereinafter defined) promulgated thereunder, and thereby preserve the ability to utilize fully such NOLs and other Tax Benefits; and, in furtherance of such objective, the Company desires to enter into this Rights Agreement; and
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 15th, 2017 • FORM Holdings Corp. • Patent owners & lessors • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 20th day of January, 2017 (the "Effective Date"), and is by and between Edward Jankowski, an individual residing at the address listed in the Company’s files ("Executive"), and FORM Holdings Corp., a Delaware corporation with principal offices located at 780 3rd Avenue, 12th Floor, New York, NY 10017 (the "Company").
EMPLOYMENT AGREEMENTEmployment Agreement • January 29th, 2010 • Vringo Inc
This Employment Agreement (this “Agreement”) is made and entered into as of June 01, 2006 (the “Effective Date”), by and between Vringo (Israel) Ltd., an Israeli company, with principal offices located in Bet Shemesh, Israel (hereinafter: the “Company”), and David Corre, Israeli I.D no. 317757979 of Nachal Shimshon 20/1, Ramat Bet Shemesh, Israel (hereinafter: the “Employee”).
ContractNote Agreement • March 6th, 2020 • XpresSpa Group, Inc. • Services-personal services • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION OF ANY PORTION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, NEITHER THIS NOTE NOR ANY SUCH SECURITIES, NOR ANY INTEREST IN ANY THEREOF, MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE OR SUCH SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.
ContractWarrant Agreement • January 29th, 2010 • Vringo Inc • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
LEASELease Agreement • November 14th, 2012 • Vringo Inc • Communications services, nec • New York
This Table of Contents is included only as a matter of convenience and reference and shall not be deemed or construed in any way to define or limit the scope of the following lease or the intent of any provision thereof.
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 26th, 2016 • FORM Holdings Corp. • Patent owners & lessors • Delaware
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER, dated as of October 25, 2016 (this “Amendment”), by and among Form Holdings Corp., a Delaware corporation (“Parent”), FHXMS, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), XpresSpa Holdings, LLC, a Delaware limited liability company (the “Company”), the unitholders of the Company who are parties thereto or who become parties thereto by executing a joinder agreement, and Mistral XH Representative, LLC, as representative of the unitholders of the Company (the “Unitholders’ Representative”). Each of Parent, Merger Sub, the Company and the Unitholders’ Representative is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Merger Agreement (as defined below).
CONFIDENTIAL PATENT PURCHASE AGREEMENTPatent Purchase Agreement • November 14th, 2012 • Vringo Inc • Communications services, nec • New York
This CONFIDENTIAL PATENT PURCHASE AGREEMENT (this “Agreement”) is entered into on August 9, 2012 (the “Effective Date”), by and between Nokia Corporation, a company organized under the laws of Finland (“Nokia”) and Vringo, Inc., a corporation organized under the laws of the State of Delaware (“Purchaser”). Nokia and Purchaser are herein referred to separately as “a party” or collectively as “the parties.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 20th, 2012 • Vringo Inc • Communications services, nec • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 10th day of August, 2011 (the "Effective Date"), by and between Alexander R. Berger an individual residing at the address listed in Exhibit "A" ("Executive") and Labrador Search Corporation, a Delaware corporation with principal offices located at 380 Madison Avenue, 22nd Floor, New York, NY 10017 (the "Company").
EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 2014 • Vringo Inc • Communications services, nec • New York
This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 19th day of December, 2014 (the "Effective Date"), and is by and between Anastasia Nyrkovskaya, an individual residing at the address listed in Exhibit A ("Employee"), and Vringo, Inc., a Delaware corporation with principal offices located at 780 3rd Avenue, 12th Floor, New York, NY 10017 (the "Company").
SUBSCRIPTION AGREEMENTSubscription Agreement • October 5th, 2012 • Vringo Inc • Communications services, nec • Delaware
This SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of October 4, 2012, between Vringo, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 29th, 2010 • Vringo Inc • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of January 29, 2008 (the “Effective Date”) among SILICON VALLEY BANK, a California corporation and with a loan production office located at 535 Fifth Avenue, 27th Floor, New York, New York 10017 (the “Agent”), and the Lenders listed on Schedule 1.1 and otherwise party hereto, including without limitation, SVB and GOLD HILL VENTURE LENDING 03, L.P. (“Gold Hill”), and VRINGO, INC., a Delaware corporation (“Borrower”), provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
DEVELOPMENT AGREEMENTDevelopment Agreement • March 31st, 2011 • Vringo Inc • Communications services, nec • New York
This DEVELOPMENT AGREEMENT (the “Agreement”), dated as of September 26, 2006, with operational effect as of the 1st day of April 2006 ( the “Effective Date”), by and between VRINGO, INC., a corporation organized under the laws of the State of Delaware, United States of America ( “Vringo” ), and VRINGO (ISRAEL) LTD., a company organized under the laws of the State of Israel (“Subsidiary” ).
FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVERCredit Agreement • May 15th, 2018 • XpresSpa Group, Inc. • Services-personal services • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND CONDITIONAL WAIVER (this “Amendment”) is made as of the 8th day of August, 2016, by and between XPRESSPA HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”) and ROCKMORE INVESTMENT MASTER FUND LTD. (the “Lender”).
SECURITY AGREEMENTSecurity Agreement • July 27th, 2011 • Vringo Inc • Communications services, nec • New York
THIS SECURITY AGREEMENT (the “Security Agreement”) dated the 21st of July 2011, is made and executed by and between Vringo, Inc., a Delaware corporation (“Grantor”) and the persons set forth on Schedule I (collectively, the “Secured Party”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 5th, 2024 • XWELL, Inc. • Services-personal services • New York
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENTEmployment Agreement • June 24th, 2015 • Vringo Inc • Communications services, nec • New York
This Amendment No. 3 to Employment Agreement (the "Amendment"), dated as of June 22, 2015, is entered into by and between Vringo, Inc., a Delaware corporation and the successor in interest to Innovate/Protect, Inc. (the "Company"), and Andrew Kennedy Lang (the "Employee"), for purposes of amending the terms of that certain Employment Agreement, dated June 22, 2011 and amended by Amendment No. 1 to Employment Agreement dated November 15, 2011 and Amendment No. 2 to Employment Agreement dated March 11, 2012 (collectively, as amended, the "Agreement").
