REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2021 • Surna Inc. • Agricultural services
The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:
UNDERWRITING AGREEMENT between CEA INDUSTRIES INC. and THINKEQUITY LLC as Representative of the Several Underwriters CEA INDUSTRIES INC.Underwriting Agreement • February 4th, 2022 • CEA Industries Inc. • Agricultural services • New York
The undersigned, CEA Industries Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of CEA Industries Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT CEA INDUSTRIES INC.Pre-Funded Common Stock Purchase Warrant • January 31st, 2022 • CEA Industries Inc. • Agricultural services • New York
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 Issue Date and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from CEA Industries Inc., a Nevada 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 30th, 2021 • Surna Inc. • Agricultural services • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of September 28, 2021, between Surna Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT Surna Inc.Common Stock Purchase Warrant • September 30th, 2021 • Surna Inc. • Agricultural services • Nevada
This Warrant is being issued pursuant to that certain Securities Purchase Agreement dated as of September 28, 2021 between the Holder and the Company (the “Securities Purchase Agreement”). In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Securities Purchase Agreement.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • January 31st, 2022 • CEA Industries Inc. • Agricultural services • New York
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • February 4th, 2022 • CEA Industries Inc. • Agricultural services
THIS WARRANT TO PURCHASE COMMON STOCK (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 ____, 2022 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CEA Industries Inc., a Nevada corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 15th, 2017 • Surna Inc. • Agricultural services • Nevada
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of this ___ day of ______, 20__, by and between Surna, Inc., a Nevada corporation (the “Company”), and the undersigned (“Indemnitee”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 30th, 2021 • Surna Inc. • Agricultural services • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 26th, 2021 • CEA Industries Inc. • Agricultural services • Colorado
This Executive Employment Agreement (this “Agreement”) is made and entered into effective this 24th day of November, 2021 (the “Effective Date”) by and between CEA Industries Inc., a Nevada corporation, with an address at 385 South Pierce Avenue, Suite C, Louisville, Colorado 80027 (the “Company”) and Anthony K. McDonald, with an address of 1773 E. 164th Pl, Brighton, CO 80602 (the “Executive”). Each of the Executive and the Company may be referred to herein individually as a “Party” or collectively as the “Parties.”
COMMON STOCK PURCHASE WARRANT Surna Inc.Common Stock Purchase Warrant • September 30th, 2021 • Surna Inc. • Agricultural services • Nevada
This Warrant is being issued pursuant to that certain Placement Agent Agreement dated as of September 28, 2021 (the “Placement Agent Agreement”) between the Company and ThinkEquity, LLC (the “Placement Agent”), in connection with the Company’s offering of securities pursuant to that certain Securities Purchase Agreement dated as of September 28, 2021 between the Company and investors thereto (the “Securities Purchase Agreement”). In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Securities Purchase Agreement.
BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • March 31st, 2017 • Surna Inc. • Agricultural services • Colorado
THIS BOARD OF DIRECTORS AGREEMENT (“Agreement”) is made and entered into as of the 7th day of March 2017 by and Timothy J. Keating, an individual (“Keating” or “Director”), and Surna Inc., a Nevada corporation (the “Company”). Director and the Company may sometimes be referred to in this Agreement individually as a “party” or jointly as the “parties.”
ContractProfessional Services • January 13th, 2015 • Surna Inc. • Services-business services, nec • Nevada
THIS AGREEMENT for Professional Services is by and between Surna, Inc. a Nevada Corporation, its subsidiaries and affiliates (hereinafter referred to as “Surna”) and CWNevada, LLC with an address of 611 S. 6th St., Las Vegas, NV 89101 (hereinafter referred to as “Client”) becomes effective on the date last written below;
CONSULTING AGREEMENTConsulting Agreement • August 15th, 2016 • Surna Inc. • Services-business services, nec • California
WHEREAS, the Company desires to retain the consulting services of the Consultant and the Company wishes to acquire and be assured of Consultant’s consulting services on the terms and conditions hereinafter set forth; and
EMPLOYMENT AGREEMENTEmployment Agreement • May 31st, 2018 • Surna Inc. • Agricultural services • Colorado
This Employment Agreement (this “Agreement”) is made and entered into effective as of May 29, 2018 (the “Effective Date”) by and between Surna Inc., a Nevada corporation whose address is 1780 55th Street, Boulder, Colorado 80301 (the “Company”) and Brandy M. Keen, an adult resident of the State of Colorado (the “Employee”). The Employee and the Company may be referred to herein individually as a “Party” or collectively as the “Parties.”
SURNA INC. Common Stock WarrantSecurity Agreement • June 12th, 2018 • Surna Inc. • Agricultural services • Colorado
This Warrant is issued pursuant to that certain Securities Purchase Agreement dated as of the Issuance Date by and among the Company and the purchaser signatory thereto (the “Purchase Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
FORM OF WARRANTWarrant Agreement • April 2nd, 2018 • Surna Inc. • Agricultural 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 six months after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on , 2018 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SURNA, INC., a Colorado 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).
CONSULTING AGREEMENTConsulting Agreement • May 15th, 2017 • Surna Inc. • Agricultural services • Colorado
This Consulting Agreement (this “Agreement”) is made and entered into effective this 10th day of May, 2017 (the “Effective Date”) by and between Surna, Inc., a Nevada corporation whose address is 1780 55th Street, Suite A, Boulder, Colorado 80301 (the “Company”) and Stephen Keen, an adult resident of the State of Colorado (the “Consultant”). The Consultant and the Company may be referred to herein individually as a “Party” or collectively as the “Parties.”
PURCHASE AGREEMENTPurchase Agreement • March 31st, 2017 • Surna Inc. • Agricultural services • Colorado
Subject to the provisions of this Purchase Agreement (“Agreement”), Surna, Inc. (“Seller”) agrees to sell to the entity or entities identified herein (collectively, the “Buyer”) and Buyer agrees to purchase and accept from Seller the equipment (“Equipment”), together with any services (“Services”) as described in the proposal (“Proposal”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 28th, 2010 • Surna Inc.
Concurrent with execution of this Agreement, the undersigned (the “Purchaser”) is purchasing _______________________________________________ (__________) shares of Common Stock of Surna Inc. (the “Company”) at a price of $0.10 per Share (the “Subscription Price”).
TECHNICAL SERVICES AGREEMENTTechnical Services Agreement • May 21st, 2012 • Surna Inc. • Services-business services, nec
This Technical Services Agreement (this “Agreement”) is entered into as of this 27 March, 2012 by and between Flying Cloud Information Technology Co. Ltd. (云扬信息技术有限公司), a limited liability company organized under the laws of the PRC (“Flying Cloud”) and Jurun Information Technology (Shanghai) Co. Ltd. (聚润信息技术(上海)有限公司), a limited liability company organized under the laws of the PRC (“Jurun”). Flying Cloud and Jurun are referred to collectively in this Agreement as the “Parties” and each of them is referred to as a “Party”.
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between SURNA, INC. and JIM WILLETT AND FORBEEZ CAPITAL, LLC Dated as of January 7, 2015 MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • January 9th, 2015 • Surna Inc. • Services-business services, nec • Colorado
THIS AGREEMENT (“Agreement”) is dated as of January 7, 2015 (the “Effective Date”), by and between Purchaser, Inc., a Nevada Corporation (“Purchaser”), and Jim Willett (“Willett”) and Forbeez Capital (“Forbeez”) (collectively the “Sellers”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • April 4th, 2014 • Surna Inc. • Services-business services, nec • Colorado
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Agreement”), for the purchase and sale of one hundred percent (100%) of the membership interests (“Interests”) of Hydro Innovations LLC, a Colorado limited liability company (“Company”), is made and entered into on this March 31st, 2014, by and among the Company and its owners Stephen Keen and Brandy Keen, (collectively, “Sellers”), and SURNA, Inc., a Nevada corporation (“Purchaser”).
NOTE CONVERSION AND WARRANT AMENDMENT AGREEMENTNote Conversion and Warrant Amendment Agreement • March 31st, 2017 • Surna Inc. • Agricultural services • Colorado
This Note Conversion Agreement (this “Agreement”) is entered into at the date of the signature of the last party (the “Effective Date”), by and among Surna Inc., a Nevada corporation (the “Company”), and the party listed on the signature page attached hereto (the “Note Holder” or “Holder”).
PREFERRED STOCK OPTION AGREEMENTPreferred Stock Option Agreement • May 31st, 2018 • Surna Inc. • Agricultural services • Colorado
THIS PREFERRED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of May 29, 2018 by and between Stephen B. Keen and Brandy M. Keen (together the “Selling Stockholders”) and Surna Inc., a Nevada corporation (the “Company”). The Selling Stockholders and the Company may be referred to herein individually as a “Party” or collectively as the “Parties.”
SURNA INC. FORM OF RESTRICTED STOCK UNIT AGREEMENT FORRestricted Stock Unit Agreement • August 3rd, 2017 • Surna Inc. • Agricultural services • Colorado
EXECUTIVE OFFICER CONFIDENTIALITY, NON-COMPETITION, AND NON-SOLICITATION AGREEMENTConfidentiality, Non-Competition, and Non-Solicitation Agreement • January 8th, 2015 • Surna Inc. • Services-business services, nec • Colorado
This Confidentiality, Non-Competition, and Non-Solicitation Agreement (“Agreement”) is made between Bryon Keith Jorgenson of 6825 Black Duck Circle, Lino Lakes, MN 55014 (the “Executive” or “You”) and Surna, Inc., a Nevada Corporation, (“Surna”), along with its subsidiaries, parents, joint ventures, affiliated entities, and includes its successors and assigns or any such related entities (the “Company”). In consideration defined in Section 1 below, both parties agree as follows:
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • May 31st, 2018 • Surna Inc. • Agricultural services • Colorado
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 29, 2018 by and between Stephen B. Keen and Brandy M. Keen (together the “Selling Stockholders”) and Surna Inc., a Nevada corporation (the “Company”). The Selling Stockholders and the Company may be referred to herein individually as a “Party” or collectively as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 31st, 2017 • Surna Inc. • Agricultural services • Colorado
This Securities Purchase Agreement (this “Agreement”) is dated as of March 1, 2017, between SURNA INC., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
EQUIPMENT, DEMONSTRATION AND PRODUCT TESTING AGREEMENTEquipment, Demonstration and Product Testing Agreement • May 15th, 2017 • Surna Inc. • Agricultural services • Colorado
THIS EQUIPMENT, DEMONSTRATION AND PRODUCT DEVELOPMENT AGREEMENT (“Agreement”) is entered into effective this 10th day of May, 2017 (“Effective Date”) by and between STERLING PHARMS, LLC, a Colorado limited liability company whose address is 3065 Sterling Circle, Unit C, Boulder, Colorado 80301 (“Sterling”), SURNA, INC., a Nevada corporation whose address is 1780 55th Street, Suite A, Boulder, Colorado 80301 (“Surna”). Sterling and Surna may be referred to herein individually as a “Party” or collectively as the “Parties.”
SURNA INC. FORM OF [NON-QUALIFIED][INCENTIVE] STOCK OPTION AGREEMENT FORStock Option Agreement • August 3rd, 2017 • Surna Inc. • Agricultural services • Colorado
MEMBERSHIP INTEREST TRANSFER AND ASSIGNMENT AGREEMENTMembership Interest Transfer and Assignment Agreement • July 30th, 2014 • Surna Inc. • Services-business services, nec • Colorado
This Membership Interest Transfer and Assignment Agreement (“Agreement”) for the transfer and assignment of, in the aggregate, a total of 100% of the Membership Interests (as defined below) in Hydro Innovations, LLC (the “Company”), is entered into on the effective date signed below, by and among the transferors, Brandy Keen and Stephen Keen (the “Transferors”), owners of 100% of the Membership Interests in the Company, and Surna, Inc., (the “Transferee”) with respect to the following facts:
STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • September 30th, 2021 • Surna Inc. • Agricultural services • Nevada
STOCKHOLDER VOTING AGREEMENT (this “Agreement”), dated as of September 28, 2021, by and among Surna Inc., a Nevada corporation (“Surna” or “Company”) and the stockholders listed on Schedule I hereto (each, a “Stockholder” and collectively, the “Stockholders”).
SECURITY AGREEMENTSecurity Agreement • June 25th, 2015 • Surna Inc. • Services-business services, nec
Whereas, in contemplation of the purchase of the assets of Agrisoft Development Group, LLC (“ADG”) by Kind Agrisoft, LLC (“Debtor”), the parties previously entered into a binding Memorandum of Understanding for the repayment of debts to Surna, Inc. (“Secured Party”) by Debtor in which Secured Party agreed to extinguish its lien on the assets of ADG in return for the promise by Debtor to pay the debts secured by that lien and to secure such promises similarly as herein described,
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 12th, 2018 • Surna Inc. • Agricultural services • Colorado
This Securities Purchase Agreement (this “Agreement”) is made and entered into between SURNA INC., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”) effective as of the latest date set forth on the signatures pages hereto.
