ClearSign Technologies Corp Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 14th, 2023 • ClearSign Technologies Corp • Industrial instruments for measurement, display, and control • Delaware

This Indemnification Agreement (“Agreement”), dated as of the Effective Date, is entered by and between ClearSign Technologies Corporation, 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.

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CLEARSIGN TECHNOLOGIES CORPORATION and VStock Transfer, LLC, as Warrant Agent Warrant Agency Agreement Dated as of April ____, 2024 WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • April 19th, 2024 • ClearSign Technologies Corp • Industrial instruments for measurement, display, and control • New York

WARRANT AGENCY AGREEMENT, dated as of April ___, 2024 (“Agreement”), by and between ClearSign Technologies Corporation, a Delaware corporation (the “Company”), and VStock Transfer, LLC, a New York limited liability trust company (“VStock” or the “Warrant Agent”).

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UNDERWRITING AGREEMENT
Underwriting Agreement • May 31st, 2022 • ClearSign Technologies Corp • Industrial instruments for measurement, display, and control • New York

The undersigned, ClearSign Technologies Corporation, a corporation formed under the laws of the State of Washington (the “Company”), hereby confirms its agreement (this “Agreement”) with Newbridge Securities Corporation (hereinafter referred to as “you” or the “Underwriter”) as follows:

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UNDERWRITING AGREEMENT
Underwriting Agreement • April 19th, 2024 • ClearSign Technologies Corp • Industrial instruments for measurement, display, and control • New York

The undersigned, ClearSign Technologies Corporation, a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Public Ventures, LLC, as the underwriter (including others acting as an underwriter, then together, the “Underwriters” and each, an “Underwriter” that are named in Schedule I hereto and in which case Public Ventures, LLC is acting as representative and therefore referred to herein as the “Representative,” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as the Underwriter) on the terms and conditions set forth herein.

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Contract
Warrant Agreement • April 6th, 2012 • Clearsign Combustion Corp • Industrial instruments for measurement, display, and control • New York

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 HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

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2,250,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 21st, 2020 • ClearSign Technologies Corp • Industrial instruments for measurement, display, and control • New York
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UNDERWRITING AGREEMENT
Underwriting Agreement • April 25th, 2012 • Clearsign Combustion Corp • Industrial instruments for measurement, display, and control • New York

The undersigned, Clearsign Combustion Corporation, a Washington corporation (the “Company”), hereby confirms its agreement with MDB Capital Group, LLC (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) and Chardan Capital Markets, LLC (“Chardan”), as the qualified independent underwriter, as follows:

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PRE-FUNDED COMMON STOCK PURCHASE WARRANT CLEARSIGN TECHNOLOGIES CORPORATION
Purchase Warrant • April 23rd, 2024 • ClearSign Technologies Corp • Industrial instruments for measurement, display, and control

THIS PRE-FUNDED 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”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from ClearSign Technologies Corporation, a Delaware corporation (the “Company”), up to ___ shares of Common Stock (as subject to adjustment hereunder, 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).

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Contract
Purchase Warrant • March 11th, 2014 • Clearsign Combustion Corp • Industrial instruments for measurement, display, and control • New York

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE COMMENCEMENT DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) BREAN CAPITAL, LLC, OR (II) A BONA FIDE OFFICER OR PARTNER OF BREAN CAPITAL, LLC.

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MDB Capital Group, LLC
Lock-Up Agreement • March 9th, 2012 • Clearsign Combustion Corp • Industrial instruments for measurement, display, and control
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CLEARSIGN TECHNOLOGIES CORPORATION Shares of Common Stock (par value $0.0001 per share) At-the-Market Sales Agreement
At-the-Market Sales Agreement • December 23rd, 2020 • ClearSign Technologies Corp • Industrial instruments for measurement, display, and control • New York

ClearSign Technologies Corporation, a Washington corporation (the “Company”), confirms its agreement (this “Agreement”) with Virtu Americas LLC (the “Agent”), as follows:

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CLEARSIGN COMBUSTION CORPORATION SUBSCRIPTION AND CONTRIBUTION AGREEMENT
Subscription and Contribution Agreement • November 14th, 2011 • Clearsign Combustion Corp • Washington

This Subscription and Contribution Agreement (this "Agreement") is entered into as of March 4, 2008 between ClearSign Combustion Corporation, a Washington corporation (the "Company"), the B.D. and D.G. Goodson Trust ("Investor"), and David Goodson ("Founder" and, together with Investor, the "Founder Group").

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CLEARSIGN TECHNOLOGIES CORPORATION
Restricted Stock Unit Agreement • March 31st, 2022 • ClearSign Technologies Corp • Industrial instruments for measurement, display, and control • Washington

Unless otherwise defined herein, the terms defined in the ClearSign Technologies Corporation 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).

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WARRANT AGREEMENT
Warrant Agreement • January 24th, 2017 • Clearsign Combustion Corp • Industrial instruments for measurement, display, and control • New York

This Warrant Agreement made as of December 7, 2016, is between ClearSign Combustion Corporation, a Washington corporation, with offices at 12870 Interurban Avenue South, Seattle, Washington 98168 (the “Company”), and VStock Transfer, LLC, with offices at 18 Lafayette Place, Woodmere, New York (the “Warrant Agent”).

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EMPLOYMENT AGREEMENT
Employment Agreement • December 28th, 2011 • Clearsign Combustion Corp • Industrial instruments for measurement, display, and control • Washington

This EMPLOYMENT AGREEMENT (“Agreement”), which is dated January 1, 2012, is made by and between Clearsign Combustion Corporation, a Washington corporation, located at 12870 Interurban Avenue South, Seattle, Washington 98168 and hereinafter referred to as “Company”, and Richard Rutkowski, whose address is 3125 E. Laurelhurst Dr. NE, Seattle, Washington 98105, hereinafter referred to as “Executive.” The purpose of this Agreement is to confirm the terms of the employment relationship between Company and Executive.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 26th, 2024 • ClearSign Technologies Corp • Industrial instruments for measurement, display, and control • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 24, 2024, between ClearSign Technologies Corporation, a Delaware corporation (the “Company”), and clirSPV LLC (“Purchaser”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • February 28th, 2014 • Clearsign Combustion Corp • Industrial instruments for measurement, display, and control • New York

[____] A. Delivery by electronic book-entry at The Depository Trust Company (“DTC”), registered in the Investor’s name and address as set forth below, and released by vStock Transfer LLC, the Company’s transfer agent (the “Transfer Agent”), to the Investor at the Closing. NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • July 17th, 2018 • Clearsign Combustion Corp • Industrial instruments for measurement, display, and control • New York

This Stock Purchase Agreement (“Agreement”) is made as of July 12, 2018 (the “Effective Date”), by and between ClearSign Combustion Corporation, a Washington corporation (the “Company”), and CLIRSPV, LLC, a Delaware limited liability company (the “Purchaser”).

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CLEARSIGN COMBUSTION CORPORATION SUBSCRIPTION AGREEMENT
Subscription Agreement • November 14th, 2011 • Clearsign Combustion Corp • Washington

This Subscription Agreement (the "Agreement") is entered into by and between ClearSign Combustion Corporation, a Washington corporation (the "Company"), and the undersigned investor ("Purchaser").

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CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • September 8th, 2017 • Clearsign Combustion Corp • Industrial instruments for measurement, display, and control • Washington
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clirSPV LLC May 26, 2022
Waiver of Notice Requirement and Participation Right • May 31st, 2022 • ClearSign Technologies Corp • Industrial instruments for measurement, display, and control

Pursuant to Section 2 of Appendix IV of that certain Stock Purchase Agreement (the “Agreement”) entered into on July 12, 2018 between ClearSign Technologies Corporation (the “Company”) and clirSPV LLC (the “Investor”), the Investor has a right to participate, on terms and conditions no different from those offered to other purchasers, its pro rata portion of any new Equity Securities, other than those securities defined in the Agreement as Excluded Securities, that the Company may from time to time propose to issue or sell for the purpose of raising capital (the “Participation Right”). Terms not otherwise defined herein shall have the meanings as assigned to them in the Agreement.

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ClearSign Combustion Corporation UNDERWRITER WARRANT 300,000 shares of Common Stock April 24, 2012
Underwriter Warrant • April 25th, 2012 • Clearsign Combustion Corp • Industrial instruments for measurement, display, and control

This UNDERWRITER WARRANT (this “Warrant”) of ClearSign Combustion Corporation, a corporation, duly organized and validly existing under the laws of the State of Washington (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of April 24, 2012 (the “Underwriting Agreement”), between the Company and MDB Capital Group, LLC (the “Underwriter”) relating to a firm commitment public offering (the “Offering”) of 3,000,000 shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”) underwritten by the Underwriter.

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CONSULTING AGREEMENT
Consulting Agreement • September 8th, 2017 • Clearsign Combustion Corp • Industrial instruments for measurement, display, and control • Washington

This Consulting Agreement (“Agreement”) is made as of the 7th day of September 2017, by and between Andrew U. Lee, whose address is 26029 SE 39th Way Issaquah, WA 98029 (the “CONSULTANT”), and ClearSign Combustion Corporation, whose address is 12870 Interurban Avenue South, Seattle, Washington 98168 (the “COMPANY”), in reference to the following:

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CLEARSIGN TECHNOLOGIES CORPORATION PLACEMENT AGENT WARRANT ______ shares of Common Stock
Warrant Agreement • April 19th, 2024 • ClearSign Technologies Corp • Industrial instruments for measurement, display, and control

This PLACEMENT AGENT WARRANT (this “Warrant”) of ClearSign Technologies Corporation, a corporation duly organized and validly existing under the laws of the State of Delaware (the “Company”), is being issued pursuant to that certain letter of intent between the Company and Public Ventures LLC, dated [___], 2024 (the “Agreement”), relating to a private placement of securities of the Company (the “Offering”).

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CLEARSIGN COMBUSTION CORPORATION SUBSCRIPTION AGREEMENT
Subscription Agreement • November 14th, 2011 • Clearsign Combustion Corp • Washington

This Subscription Agreement (the "Agreement") is entered into by and between ClearSign Combustion Corporation, a Washington corporation (the "Company"), and the undersigned ("Purchaser").

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THIRD AMENDMENT TO LEASE
Lease • August 28th, 2019 • Clearsign Combustion Corp • Industrial instruments for measurement, display, and control

THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”), dated as of the 18th day of July, 2019, is entered into by and between BOEING EMPLOYEES’ CREDIT UNION, a Washington state chartered credit union (“Landlord”), and CLEARSIGN COMBUSTION CORPORATION, a Washington corporation (“Tenant”).

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Lock-Up Agreement (MDB)
Lock-Up Agreement • February 26th, 2015 • Clearsign Combustion Corp • Industrial instruments for measurement, display, and control

This agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between ClearSign Combustion Corporation, a Washington corporation (the “Company”), and MDB Capital Group, LLC (“MDB”) relating to a proposed underwritten public offering of shares (the “Shares”) of the Company’s Common Stock (the “Common Stock”).

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CONSULTING AGREEMENT
Consulting Agreement • January 10th, 2019 • Clearsign Combustion Corp • Industrial instruments for measurement, display, and control • Washington

This Consulting Agreement (“Agreement”), dated January 4, 2019 and effective on January 5, 2019 (the “Effective Date”), is by and between Dr. Roberto Ruiz, whose address is 126 247th Avenue SE, Sammamish, Washington 98074 (the “Consultant”), and ClearSign Combustion Corporation, whose address is 12870 Interurban Avenue South, Seattle, Washington 98168 (the “Company”), in reference to the following:

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CLEARSIGN TECHNOLOGIES CORPORATION AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 26th, 2024 • ClearSign Technologies Corp • Industrial instruments for measurement, display, and control

This Amendment to the Securities Purchase Agreement (this “Amendment”), dated as of June 26, 2024, is made by and between ClearSign Technologies Corporation, a Delaware corporation (the “Company”), and clirSPV LLC (the “Purchaser”). Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Original SPA (as defined below).

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CLEARSIGN COMBUSTION CORPORATION INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 9th, 2012 • Clearsign Combustion Corp • Industrial instruments for measurement, display, and control • Washington

THIS INDEMNIFICATION AGREEMENT is entered into, effective as of March __, 2012 by and between ClearSign Combustion Corporation, a Washington corporation (the “Company”), and [___________________ ](“Indemnitee”).

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FIRST AMENDMENT TO LEASE
Lease Agreement • March 31st, 2022 • ClearSign Technologies Corp • Industrial instruments for measurement, display, and control • Oklahoma

THIS FIRST AMENDMENT TO LEASE (“First Amendment”) is entered into effective this day of July 29, 2019 (“Effective Date”), by and between TULSA PORTFOLIO OKLAHOMA REALTY LP, a Delaware limited partnership (“Landlord”), and CLEARSIGN COMBUSTION CORPORATION, a Washington corporation (“Tenant”).

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CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • January 10th, 2019 • Clearsign Combustion Corp • Industrial instruments for measurement, display, and control • Washington
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Confidentiality and Proprietary Rights Agreement
Confidentiality Agreement • February 26th, 2015 • Clearsign Combustion Corp • Industrial instruments for measurement, display, and control • Washington

I, the undersigned employee or consultant, enter into this Confidentiality and Proprietary Rights Agreement (Agreement) with ClearSign Combustion Corporation (Company). This Agreement is effective immediately.

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SEPARATION, SEVERANCE AND RELEASE AGREEMENT
Separation, Severance and Release Agreement • December 12th, 2014 • Clearsign Combustion Corp • Industrial instruments for measurement, display, and control • Washington

THIS SEPARATION, SEVERANCE AND RELEASE AGREEMENT (this “Agreement”) is entered into by and between ClearSign Combustion Corporation (“CLIR”), and Richard F. Rutkowski, an individual (“Executive”).

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ClearSign Technologies Corp. Dear Brian,
Separation Agreement • August 20th, 2021 • ClearSign Technologies Corp • Industrial instruments for measurement, display, and control

This letter confirms our discussion regarding your planned resignation from ClearSign Technologies Corporation that is set to occur on December 3, 2021. We value your commitment to ClearSign Technologies, and we hope that you will stay with us to continue your work and help effectuate a smooth transition of your responsibilities. To encourage you to do just that, we will offer you a separation agreement on your last day worked under the following conditions:

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