SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 12th, 2020 • Cemtrex Inc • Electronic components & accessories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 9, 2020, between Cemtrex, 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”).
AT THE MARKET OFFERING AGREEMENT January 28, 2019At the Market Offering Agreement • January 28th, 2019 • Cemtrex Inc • Measuring & controlling devices, nec • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 2nd, 2019 • Cemtrex Inc • Measuring & controlling devices, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ________, 2019 between CEMTREX, INC., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”).
UNDERWRITING AGREEMENTUnderwriting Agreement • August 22nd, 2018 • Cemtrex Inc • Measuring & controlling devices, nec • New York
The undersigned, Cemtrex, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Cemtrex, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Aegis Capital Corp. is acting as representative to the several Underwriters (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 Underwriter) on the terms and conditions set forth herein.
CEMTREX, INC. COMMON STOCK SALES AGREEMENTSales Agreement • July 21st, 2020 • Cemtrex Inc • Electronic components & accessories • New York
Cemtrex, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners, as follows:
DEALER-MANAGER AGREEMENTDealer-Manager Agreement • November 26th, 2018 • Cemtrex Inc • Measuring & controlling devices, nec • New York
The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Cemtrex Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”), and outstanding series 1 warrants (the “Warrants”) subscription rights (the “Rights”) as set forth in the Prospectus Supplement to be filed on or about November 20, 2018 to the Company’s Form S-3 shelf registration statement (File No. 333-218501) first filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 5, 2017, as amended, to subscribe for and purchase shares of Common Stock (the “Rights Shares”), at a subscription price equal to the lesser of (i) $1.06 and (ii) a 95% of the volume weighted average price for our Common Stock for the five (5) trading day period through and including December 19, 2018 (the “Subscription Price”).
Underwriting AgreementUnderwriting Agreement • May 3rd, 2024 • Cemtrex Inc • Electronic components & accessories • New York
Cemtrex Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) an aggregate of 11,764,705 of the Company’s units (each, a “Closing Unit”), with each Closing Unit consisting of either: (A) one (1) share of Common Stock, $0.001 par value per share (the “Closing Shares”) of the Company (the “Common Stock”) and one (1) Series A warrant (each, a “Series A Warrant”) to purchase one (1) share of Common Stock at a per Share exercise price of $0.85 and one (1) Series B warrant (each, a “Series B Warrant”) to purchase one (1) share of Common Stock at a per Share exercise price of $0.85 (each, a “Closing Common Unit”); or (B) one pre-funded warrant (each, a “Pre-funded Warrant”) to purchase one (1) share of Common Stock at an exercise price of $0.001 and one (1) Series A Warrant and one (1) Series B Warrant (each, a “Closing Pre-funded Unit”). The shares of Common
N o t e P u r c h a s e A g r e e m e n tNote Purchase Agreement • April 30th, 2024 • Cemtrex Inc • Electronic components & accessories • Utah
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of September 30, 2021, is entered into by and between CEMTREX INC., a Delaware corporation (“Company”), and STREETERVILLE CAPITAL, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
CEMTREX, INC. COMMON STOCK EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • April 12th, 2016 • Cemtrex Inc • Measuring & controlling devices, nec • New York
Cemtrex, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Chardan Capital Markets, LLC (“Chardan”), as follows:
ContractSimple Agreement for Future Equity (Safe) • November 29th, 2022 • Cemtrex Inc • Electronic components & accessories
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
STANDSTILL AGREEMENTStandstill Agreement • April 30th, 2024 • Cemtrex Inc • Electronic components & accessories • Utah
This Standstill Agreement (this “Agreement”) is entered into as of January 12, 2023 (the “Effective Date”) by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and Cemtrex, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Notes (defined below).
Subscription AgreementSubscription Agreement • February 26th, 2020 • Cemtrex Inc • Measuring & controlling devices, nec
This subscription agreement (this “Subscription”) is dated February 26, 2020, by and between Silverback Capital Corporation (the “Investor”) and Cemtrex, Inc., a Delaware corporation (the “Company”), whereby the parties agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 22nd, 2019 • Cemtrex Inc • Measuring & controlling devices, nec • Virgin Islands
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made and entered into on March 22, 2019 (“Effective Date”), by and between Cemtrex, Inc., a Delaware corporation (“Company”), and the investor whose name appears on the signature page hereto (“Investor”).
CONSULTING AGREEMENTConsulting Agreement • May 1st, 2020 • Cemtrex Inc • Electronic components & accessories • New York
THIS AGREEMENT is made and entered into as of April 22, 2020 by and between Cemtrex Inc., a Delaware corporation with offices at 276 Greenpoint Ave. BLD 8, Suite 208 Brooklyn, NY 11222 (“COMPANY”) and Adtron Inc., a California company with offices at 2307 Fenton Parkway Suite 107-33San Diego, CA 92108 (“CONSULTANT”).
Cemtrex Inc. - Lock-Up AgreementLock-Up Agreement • April 23rd, 2024 • Cemtrex Inc • Electronic components & accessories
NONSTATUTORY STOCK OPTION AGREEMENT CEMTREX Inc.Nonstatutory Stock Option Agreement • February 14th, 2017 • Cemtrex Inc • Measuring & controlling devices, nec • Delaware
Cemtrex Inc.(the “Corporation”) and , Saagar Govil (the “Optionee”) an employee of the Corporation, in consideration of the covenants and agreements herein contained and intending to be legally bound hereby, agree as follows:
Research and Development Services AgreementResearch and Development Services Agreement • January 11th, 2019 • Cemtrex Inc • Measuring & controlling devices, nec • New York
This Agreement is made and entered into as of this 8th day of August, 2018 by and between Vicon Industries, Inc., having a principal place of business at 135 Fell Court, Hauppauge, New York (hereinafter referred to as “Vicon” or “Parent”) and Cemtrex, Inc., having a principal place of business at 19 Engineers Lane, Farmingdale, New York 11735, and its subsidiaries. (hereinafter referred to as “Cemtrex”).
LOAN AGREEMENTLoan Agreement • September 26th, 2016 • Cemtrex Inc • Measuring & controlling devices, nec • Pennsylvania
This Loan Agreement (the "Agreement") is made on December 15, 2015, by and between FULTON BANK, N.A., a national banking association (the "Bank"), with a mailing address at 30 South George Street, York, Pennsylvania 17401, and ADVANCED INDUSTRIAL SERVICES, INC., a Pennsylvania corporation, AIS ACQUISITION INC., a Delaware corporation, and AIS LEASING COMPANY, a Pennsylvania corporation, all maintaining an address at 3250 Susquehanna Trail, P.O. Box 1463, York, Pennsylvania 17405 (individually and collectively, the "Borrower").
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 29th, 2022 • Cemtrex Inc • Electronic components & accessories • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of November 22, 2022, is by and between CEMTREX, INC., a Delaware corporation (“Seller”), and SAAGAR GOVIL, through a company to be formed by Mr. Govil (“Purchaser”). Purchaser and Seller are referred to collectively herein as the “Parties”.
CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • February 14th, 2024 • Cemtrex Inc • Electronic components & accessories • Michigan
PATHWARD, NATIONAL ASSOCIATION (together with its successors and assigns, “Lender”) and Vicon Industries, Inc., a New York corporation (“Vicon”; and together with each other person that joins this Agreement as a Borrower (each a “Borrower” and collectively the “Borrowers”) into this Credit and Security Agreement (as the same may be amended, restated, supplemented or otherwise modified, the “Agreement”) on October 5, 2023 (the “Closing Date”). For good and valuable consideration, the receipt and sufficiency of which are acknowledged, Borrowers and Lender agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 2nd, 2018 • Cemtrex Inc • Measuring & controlling devices, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 23, 2018, by and between Cemtrex, Inc., a Delaware corporation (“Buyer”), and NIL Funding Corporation, a Delaware corporation (“Seller”). Buyer and Seller are sometimes together referred to in this Agreement as the “Parties” and individually as a “Party.”
VICON INDUSTRIES, INC.Securities Purchase Agreement • April 2nd, 2018 • Cemtrex Inc • Measuring & controlling devices, nec
Reference is hereby made to the Securities Purchase Agreement, dated as of March 23, 2018 (the “Agreement”), by and between Cemtrex, Inc., a Delaware corporation (“Cemtrex”) and NIL Funding Corporation, a Delaware corporation (“Seller”) with respect to the purchase of certain securities of Vicon Industries, Inc., a New York corporation (the “Company”). Capitalized terms used but not otherwise defined in this letter (this “Side Letter”) shall have the meanings ascribed to them in the Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • April 2nd, 2018 • Cemtrex Inc • Measuring & controlling devices, nec
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $.01 per share, of Vicon Industries, Inc., a New York corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • February 26th, 2021 • Cemtrex Inc • Electronic components & accessories • New York
This Settlement Agreement and Mutual Release (“Settlement Agreement”) is entered into as of the 26th day of February, 2021, by and between CEMTREX, INC., a Delaware Corporation (“Cemtrex”), and ARON GOVIL (“Govil”). Cemtrex and Govil may be individually referred to herein as “Party” and may be collectively referred to herein as “Parties.”
FORM OF LETTER CEMTREX, INC. Subscription Rights to Purchase Units Offered Pursuant to Subscription Rights Distributed to Subscription Rights Holders of Cemtrex, Inc. _____, 2016Subscription Rights Agreement • November 23rd, 2016 • Cemtrex Inc • Measuring & controlling devices, nec
This letter is being distributed by Cemtrex, Inc. (“Cemtrex”) to all holders of record of shares of its common stock, par value $0.001 per share, and warrants at 5:00 p.m., Eastern time, on _____, 2016 (the “record date”), in connection with a distribution in a rights offering of non-transferable subscription rights to subscribe for and purchase units, each unit consisting of one share of our Series 1 Preferred (“Series 1 Preferred”) and two Series 1 Warrants. The subscription rights and units are described in the prospectus dated _____, 2016 (a copy of which accompanies this letter).
AMENDMENT TO PROMISSORY NOTEPromissory Note • May 11th, 2023 • Cemtrex Inc • Electronic components & accessories
This Amendment to Promissory Note (this “Amendment”) is entered into as of May 3, 2023, by and between STREETERVILLE CAPITAL, LLC, a Utah limited liability company (“Lender”), and CEMTREX, INC., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Note (as defined below).
FIRST AMENDMENT TO TERM LOAN AGREEMENT AND RELATED LOAN DOCUMENTS WITH CONSENT OF GUARANTORSTerm Loan Agreement • March 9th, 2020 • Cemtrex Inc • Measuring & controlling devices, nec • South Carolina
THIS FIRST AMENDMENT TO TERM LOAN AGREEMENT AND RELATED LOAN DOCUMENTS WITH CONSENT OF GUARANTORS (the “Amendment”) effective as of March 4, 2020, by and among Vicon Industries, Inc., (the “Borrower”), NIL Funding Corporation (the “Lender”), IQinVision, Inc., (“IQin”), TeleSite U.S.A., Inc., (“TeleSite”), Vicon Industries Limited (“Vicon Industries”), and Vicon Systems Ltd., (“Vicon Systems” and collectively with IQin, TeleSite, and Vicon Industries, the “Guarantors”).
Contract for the sale and transfer of the business betweenContract for the Sale and Transfer of Business • November 24th, 2017 • Cemtrex Inc • Measuring & controlling devices, nec
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 6th, 2023 • Cemtrex Inc • Electronic components & accessories • Pennsylvania
This Asset Purchase Agreement (this “Agreement”), dated as of June 7, 2023, is entered into by and among HEISEY MECHANICAL, LTD., a Pennsylvania corporation (“Seller”), and ANDREAS HEISEY, an individual residing in the Commonwealth of Pennsylvania (“the “Shareholder” and collectively with the Seller, the “Seller Parties”) and ADVANCED INDUSTRIAL SERVICES, INC., a Pennsylvania corporation (“Buyer”).
AMENDMENT TO PROMISSORY NOTEPromissory Note • April 30th, 2024 • Cemtrex Inc • Electronic components & accessories
This Amendment to Promissory Note (this “Amendment”) is entered into as of September 14, 2022, by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and Cemtrex Inc., a Delaware corporation (“Borrower”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Note (as defined below).
This section held for share purchase and transfer agreementShare Purchase and Transfer Agreement • August 21st, 2019 • Cemtrex Inc • Measuring & controlling devices, nec
FOURTH AMENDMENT TO TERM LOAN AGREEMENT AND RELATED LOAN DOCUMENTS WITH CONSENT OF GUARANTORSTerm Loan Agreement • May 11th, 2023 • Cemtrex Inc • Electronic components & accessories
THIS FOURTH AMENDMENT TO TERM LOAN AGREEMENT AND RELATED LOAN DOCUMENTS WITH CONSENT OF GUARANTORS (the “Amendment”) effective as of March 3, 2023, by and among Vicon Industries, Inc., (the “Borrower”), NIL Funding Corporation (the “Lender”), IQinVision, Inc., (“IQin”), TeleSite U.S.A., Inc., (“TeleSite”), Vicon Industries Limited (“Vicon Industries”), and Vicon Systems Ltd., (“Vicon Systems” and collectively with IQin, TeleSite, and Vicon Industries, the “Guarantors”).
FORM OF SERIES 1 WARRANT TO PURCHASE COMMON STOCK CEMTREX, INC.Warrant Agreement • December 7th, 2016 • Cemtrex Inc • Measuring & controlling devices, nec • Delaware
THIS SERIES 1 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 ______, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cemtrex, Inc., a Delaware corporation (the “Company”), up to ______ shares of the Company’s Common Stock, subject to adjustment hereunder, the “Warrant Shares”). This Warrant was issued as part of a unit, each unit consisting of one share of the Company’s Series 1 Preferred Stock (“Series 1 Preferred”) and two Warrants. The purchase price of one share of Common Stock under this Warrant shall be equal to $___ (“Exercise Price”).
AMENDMENT #2 TO PROMISSORY NOTEPromissory Note • April 30th, 2024 • Cemtrex Inc • Electronic components & accessories
This Amendment #2 to Promissory Note (this “Amendment #2”) is entered into as of August 30, 2023, by and between STREETERVILLE CAPITAL, LLC, a Utah limited liability company (“Lender”), and CEMTREX, INC., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment #2 without definition shall have the meanings given to them in the Note (as defined below).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 26th, 2016 • Cemtrex Inc • Measuring & controlling devices, nec • New York
STOCK PURCHASE AGREEMENT (this "Agreement") dated as of December 15, 2015, by and among AIS ACQUISITION INC., a Delaware corporation, with offices located at 19 Engineers Drive, Farmingdale, New York 11735 (the "Buyer"), CEMTREX, INC., a Delaware corporation, with offices located at 19 Engineers Drive, Farmingdale, New York 11735, as the sole shareholder of the Buyer (the "Guarantor"), and MICHAEL R. YERGO and ROMONA M. YERGO, husband and wife as tenants by the entirety, residing at 1010 Highfield Court, Mechanicsburg, PA 17055 (collectively referred to as "Yergos" and as to Michael Yergo, referred to as "Yergo"), KRIS L. MAILEY, an individual residing at 65 South Ben Hogan Drive, Etters, PA 17319 ("Mailey"), JAMES HEINRICHS, an individual residing at 324 Cloverdale Drive, Wexford, Pennsylvania 15090 ("Heinrichs"), ALAN KNISELY, an individual residing at 927 Knepper Road, Mechanicsburg, PA 17055 ("Knisely"), and MICHAEL HALL, an individual residing at 33 Persimmon Place, Hilton Head, S
