Iroquois Capital Management, LLC Sample Contracts

FORM OF COMMON STOCK PURCHASE WARRANT DIGITAL POWER CORPORATION
Iroquois Capital Management, LLC • June 15th, 2017 • Electronic components, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Iroquois Master Fund, Ltd. 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 six (6) month anniversary of the Initial Issuance Date (the “Initial Exercise Date”) and on or prior to the close of business on October 17, 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from DIGITAL POWER CORPORATION, a California corporation (the “Company”), up to 83,334 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).

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COMMON STOCK PURCHASE WARRANT DIGITAL POWER CORPORATION
Common Stock Purchase Warrant • June 15th, 2017 • Iroquois Capital Management, LLC • Electronic components, nec • California

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that Iroquois Master Fund Ltd., 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 commencing on the six month after the Issue Date and ending on or prior to 5:00 P.M. on April 5, 2022 (the “Termination Date”), to purchase from Digital Power Corporation, a California corporation (the “Company”), up to 83,334 shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, no par value per share, of the Company (“Common Stock”), at the per share Exercise Price as defined in Section 2(b).

EXPENSE REIMBURSEMENT AND INDEMNIFICATION AGREEMENT
Expense Reimbursement and Indemnification Agreement • January 14th, 2016 • Iroquois Capital Management, LLC • Household audio & video equipment • New York

WHEREAS, the Indemnitor has asked the Indemnitee, and the Indemnitee has agreed, to be named and serve as a nominee (a “Nominee”) of the Indemnitor for election to the Board of Directors of LRAD Corporation (the “Company”) at the 2016 annual meeting of stockholders of the Company or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations postponement thereof (the “Annual Meeting”); and

NOMINATION, STANDSTILL AND VOTING AGREEMENT
Nomination, Standstill and Voting Agreement • August 17th, 2016 • Iroquois Capital Management, LLC • Communications services, nec

This Nomination, Standstill and Voting Agreement (this “Agreement”), dated as of August 15, 2016 (the “Effective Date”), is made by and among the persons and entities listed on Schedule A hereto (collectively, the “Iroquois Group,” and individually a “member” of the Iroquois Group) and WPCS International Incorporated (the “Company”).

SUPPORT AND VOTING AGREEMENT
Support and Voting Agreement • May 9th, 2016 • Iroquois Capital Management, LLC • Security & commodity brokers, dealers, exchanges & services • Delaware

This SUPPORT AND VOTING AGREEMENT (this “Agreement”), dated as of April 27, 2016, is by and among Fortress Biotech, Inc., a Delaware corporation (“Parent”), FBIO Acquisition, Inc., a Delaware corporation and an indirect, wholly-owned Subsidiary of Parent (“Acquisition Sub”), the Person listed as a “Stockholder” on the signature page hereto (the “Stockholder”), and solely for the limited purposes set forth in Section 10(b), National Holdings Corporation, a Delaware corporation (the “Company”).

VOTING AGREEMENT
Voting Agreement • May 9th, 2016 • Iroquois Capital Management, LLC • Security & commodity brokers, dealers, exchanges & services • Delaware

This VOTING AGREEMENT (this “Agreement”), dated as of April 27, 2016, is by and among Fortress Biotech, Inc., a Delaware corporation (“Parent”), FBIO Acquisition, Inc., a Delaware corporation and an indirect, wholly-owned Subsidiary of Parent (“Acquisition Sub”), the Person listed as a “Stockholder” on the signature page hereto (the “Stockholder”), and solely for the limited purposes set forth in Section 8(b), National Holdings Corporation, a Delaware corporation (the “Company”).

SETTLEMENT AGREEMENT
Settlement Agreement • October 2nd, 2014 • Iroquois Capital Management, LLC • Patent owners & lessors • Delaware

This SETTLEMENT AGREEMENT is made and entered into as of September 29, 2014 (the “Agreement”) by and among MGT Capital Investments, Inc., a Delaware corporation (“MGT” or the “Company”), and each of the other parties listed on the signature page hereto (each, an “Investor” and collectively, the “Investors”). The Company and the Investors are referred to herein as the “Parties.”

INVESTORS AGREEMENT
Investors Agreement • March 15th, 2016 • Iroquois Capital Management, LLC • Household audio & video equipment • Delaware

This INVESTORS AGREEMENT is made and entered into as of March 11, 2016 (the “Agreement”) by and among LRAD Corporation, a Delaware corporation (the “Company”), and each of the other parties listed on the signature page hereto (each, an “Investor” and collectively, the “Investors”). The Company and the Investors are referred to herein as the “Parties.”

SETTLEMENT AGREEMENT
Settlement Agreement • June 9th, 2014 • Iroquois Capital Management, LLC • Security & commodity brokers, dealers, exchanges & services • Delaware

This SETTLEMENT AGREEMENT is made and entered into as of June 6, 2014 (the “Agreement”) by and among National Holdings Corporation, a Delaware corporation (the “Company”), and each of the other parties listed on the signature page hereto (each, an “Investor” and collectively, the “Investors”). The Company and the Investors are referred to herein as the “Parties.”

JOINT FILING AGREEMENT
Joint Filing Agreement • June 15th, 2017 • Iroquois Capital Management, LLC • Electronic components, 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, no par value per share, of Digital Power Corporation, a California corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
Joint Filing Agreement • May 22nd, 2018 • Iroquois Capital Management, LLC • Services-prepackaged software

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
Joint Filing Agreement • March 13th, 2015 • Iroquois Capital Management, LLC • Pharmaceutical preparations

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

JOINT FILING AGREEMENT
Joint Filing Agreement • August 17th, 2016 • Iroquois Capital Management, LLC • Communications services, 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 $0.0001 per share, of WPCS International Incorporated, a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • June 23rd, 2022 • Iroquois Capital Management, LLC • Biological products, (no disgnostic substances)

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of PharmaCyte Biotech, Inc., a Nevada corporation (the “Company”);

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
Joint Filing Agreement • October 23rd, 2024 • Iroquois Capital Management, LLC • Cigarettes

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
Joint Filing Agreement • June 28th, 2023 • Iroquois Capital Management, LLC • Services-prepackaged software

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

JOINT FILING AGREEMENT
Joint Filing Agreement • September 16th, 2016 • Iroquois Capital Management, LLC • Communications services, nec

The undersigned hereby agree that the Statement on Schedule 13G dated on the date hereof with respect to the Common Stock, $0.0001 par value per share, of WPCS International Incorporated, and any amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
Joint Filing Agreement • June 16th, 2017 • Iroquois Capital Management, LLC • Pharmaceutical preparations

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
Joint Filing Agreement • February 14th, 2017 • Iroquois Capital Management, LLC • Services-motion picture & video tape production
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
Joint Filing Agreement • December 14th, 2018 • Iroquois Capital Management, LLC • Services-commercial physical & biological research

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • January 14th, 2016 • Iroquois Capital Management, LLC • Household audio & video equipment

WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of LRAD Corporation, a Delaware corporation (the “Company”);

JOINT FILING AGREEMENT
Joint Filing Agreement • February 3rd, 2010 • Iroquois Capital Management, LLC • Radio & tv broadcasting & communications equipment

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

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JOINT FILING AGREEMENT
Joint Filing Agreement • April 4th, 2018 • Iroquois Capital Management, LLC • Pharmaceutical preparations

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 $0.001 per share, of TapImmune, Inc., a Nevada corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
Joint Filing Agreement • March 16th, 2015 • Iroquois Capital Management, LLC • Biological products, (no disgnostic substances)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
Joint Filing Agreement • October 9th, 2012 • Iroquois Capital Management, LLC • Industrial organic chemicals

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

JOINT FILING AGREEMENT
Joint Filing Agreement • May 19th, 2014 • Iroquois Capital Management, LLC • Computer storage devices

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 Class A Common Stock, no par value, of Alanco Technologies, Inc., an Arizona corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
Joint Filing Agreement • October 15th, 2024 • Iroquois Capital Management, LLC • Air transportation, nonscheduled

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
Joint Filing Agreement • December 8th, 2017 • Iroquois Capital Management, LLC • Services-computer integrated systems design

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

JOINT FILING AGREEMENT
Joint Filing Agreement • June 9th, 2014 • Iroquois Capital Management, LLC • Patent owners & lessors

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 Amendment No. 2 to the Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of MGT Capital Investments, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
Joint Filing Agreement • July 23rd, 2019 • Iroquois Capital Management, LLC • Communications equipment, nec

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

JOINT FILING AGREEMENT
Joint Filing Agreement • March 15th, 2016 • Iroquois Capital Management, LLC • Household audio & video equipment

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 $0.00001 per share, of LRAD Corporation This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
Joint Filing Agreement • May 12th, 2015 • Iroquois Capital Management, LLC • Communications services, nec

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

JOINT FILING AGREEMENT
Joint Filing Agreement • September 8th, 2016 • Iroquois Capital Management, LLC • Refuse systems

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 Class A Common Stock, no par value, of Alanco Technologies, Inc., an Arizona corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
Joint Filing Agreement • December 18th, 2019 • Iroquois Capital Management, LLC • In vitro & in vivo diagnostic substances

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
Joint Filing Agreement • February 14th, 2017 • Iroquois Capital Management, LLC • Construction - special trade contractors

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

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