SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 13th, 2019 • NanoFlex Power Corp • Semiconductors & related devices • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 24, 2019, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with headquarters located at 15333 N. Pima Road, Suite 305, Scottsdale, AZ 85260 (the “Company”), and MORNINGVIEW FINANCIAL, LLC, a Wyoming limited liability company, with its address at 401 Park Ave. South, 10th Floor, New York, NY 10016 (the “Buyer”).
UNDERWRITING AGREEMENT between NANOFLEX POWER CORPORATION and AEGIS CAPITAL CORP., as Representative of the Several Underwriters UNDERWRITING AGREEMENTUnderwriting Agreement • November 30th, 2016 • NanoFlex Power Corp • Hazardous waste management • New York
Aegis Capital Corp. As Representative of the several Underwriters named on Schedule 1 attached hereto 810 Seventh Avenue, 18th Floor New York, New York 10019
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 13th, 2019 • NanoFlex Power Corp • Semiconductors & related devices • Florida
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) dated as of November 1, 2019, by and between NanoFlex Power Corporation, a Florida corporation, with headquarters located at 15333 N. Pima Road, Suite 305, Scottsdale AZ 85260 (the “Company”), and APG Capital Holdings, LLC, a Florida Limited Liability Company, with its address at 4846 N. University Drive. Suite 103, Lauderhill, FL 33351(the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 5th, 2019 • NanoFlex Power Corp • Semiconductors & related devices • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 22, 2019, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with its address at 15333 N. Pima Road, Ste. 305, Scottsdale, AZ 85260 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT NANOFLEX POWER CORPORATIONSecurity Agreement • December 22nd, 2017 • NanoFlex Power Corp • Semiconductors & related devices • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in con ection with the issuance of the $135,000.00 convertible promissory note to the Holder (as defined below) of even date) (the “Note”), FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (including any permitted and registered 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 of issuance hereof, to purchase from NanoFlex Power Corporation, a Florida corporation (the “Company”), up to 100,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated December 15, 201
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 13th, 2019 • NanoFlex Power Corp • Semiconductors & related devices • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 6, 2019, is entered into by and between Nanoflex Power Corporation, a Florida corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”).
COMMON STOCK PURCHASE WARRANT NANOFLEX POWER CORPORATIONSecurities Agreement • June 26th, 2018 • NanoFlex Power Corp • Semiconductors & related devices • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $75,000.00 convertible debenture to Peak One Opportunity Fund, L.P., a Delaware limited partnership (the “Fund”) on or around June 13, 2018 (the “Debenture”), Peak One Investments, LLC, a Delaware limited liability company (including any permitted and registered 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 of issuance hereof, to purchase from NanoFlex Power Corporation, a Florida corporation (the “Company”), up to 200,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securitie
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 26th, 2018 • NanoFlex Power Corp • Semiconductors & related devices • Nevada
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 13, 2018, is entered into by and between NANOFLEX POWER CORPORATION, a Florida corporation, (the “Company”) and PEAK ONE OPPORTUNITY FUND, L.P., a Delaware limited partnership (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 5th, 2018 • NanoFlex Power Corp • Semiconductors & related devices • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 23, 2018, by and between NANOFLEX POWER CORPORATION, a Florida corporation, with headquarters located at 17207 N. Perimeter Dr., Suite 210, Scottsdale, AZ 85255 (the “Company”), and CROWN BRIDGE PARTNERS, LLC, a New York limited liability company, with its address at 1173a 2nd Avenue, Suite 126, New York, NY 10065 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT NANOFLEX POWER CORPORATIONSecurity Agreement • December 4th, 2018 • NanoFlex Power Corp • Semiconductors & related devices • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $210,000.00 convertible promissory note to the Holder (as defined below) of even date) (the “Note”), Auctus Fund, LLC, a Delaware limited liability company (including any permitted and registered 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 of issuance hereof, to purchase from Nanoflex Power Corporation, a Florida corporation (the “Company”), up to 600,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated November 19, 2018, by and among the Comp
EMPLOYMENT AGREEMENTEmployment Agreement • November 25th, 2013 • Universal Technology Systems Corp. • Hazardous waste management • New York
EMPLOYMENT AGREEMENT dated as of October 22, 2013 (the “Effective Date”), by and between Universal Technology Systems Corp., a Florida Corporation (the "Company"), and Dean L. Ledger (the "Executive"). This Agreement supersedes the employment agreement between Executive and Company dated September 24, 2013.
SUBSCRIPTION AGREEMENT UNIVERSAL TECHNOLOGY SYSTEMS CORP.Subscription Agreement • April 24th, 2013 • Universal Technology Systems Corp. • Hazardous waste management
EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2016 • NanoFlex Power Corp • Hazardous waste management • New York
This employment agreement (the “Agreement”) is dated as of September 1, 2015 by and between NanoFlex Power Corporation, a Florida corporation (the “Company”) and Mark Tobin (the “Executive.”)
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • November 25th, 2013 • Universal Technology Systems Corp. • Hazardous waste management • New York
This SHARE EXCHANGE AGREEMENT, dated as of September 24, 2013 (the “Agreement”) by and among UNIVERSAL TECHNOLOGY SYSTEMS CORP., a Florida corporation (“UTCH”), GLOBAL PHOTONIC ENERGY CORPORATION, a corporation incorporated under the laws of Pennsylvania (“GPEC”), and GPEC HOLDINGS, INC., a corporation incorporated under the laws of Pennsylvania, which is the sole shareholder of GPEC (the “GPEC Shareholder”).
AMENDMENT TO INDEPENDENT CONTRACTOR SERVICES AGREEMENTIndependent Contractor Services Agreement • November 13th, 2015 • NanoFlex Power Corp • Hazardous waste management
THIS FIRST AMENDMENT TO THE INDEPENDENT CONTRACTOR SERVICES AGREEMENT (this “Amendment”) is made this 4th day of November, 2015 by and between Power Strategies, LLC (“PSL”) and NanoFlex Power Corporation (the “Company.”) All capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the respective meanings ascribed to them in that certain Independent Contractor Services Agreement dated as of October 25, 2014 (the “Agreement”) between the parties.
AMENDMENT ONE TOResearch Agreement • November 10th, 2016 • NanoFlex Power Corp • Hazardous waste management • California
This First Amendment to Research Agreement (the “Amendment”) dated August 8, 2016 is entered into by and between the University of Southern California, a California nonprofit educational institution (“USC”) and NanoFlex Power Corporation (“Sponsor”). USC and Sponsor are referred to collectively in this Amendment as the -parties” and individually as a “party.”
PERSONAL GUARANTY AND RECOURSE AGREEMENTPersonal Guaranty and Recourse Agreement • May 10th, 2017 • NanoFlex Power Corp • Hazardous waste management • Nevada
This Personal Guaranty and Recourse Agreement, dated May 3, 2017 (this “Guaranty Agreement”), is by and between Dean L. Ledger, an individual residing at _____________________________ (the “Guarantor”), and JMJ Financial (the “Investor”).
QUALIFIED STOCK OPTION AGREEMENTQualified Stock Option Agreement • September 30th, 2013 • Universal Technology Systems Corp. • Hazardous waste management • Florida
AGREEMENT (“Agreement”), dated September 24, 2013 by and between Universal Technology Systems Corp., a Florida corporation (the “Company”), and _________________ (the “Optionee”).
ROUNDTABLE RESEARCH AGREEMENTResearch and Development • November 30th, 2016 • NanoFlex Power Corp • Hazardous waste management • Michigan
THIS AGREEMENT effective this 16 day of June, 2016, by and between NANOFLEX POWER CORPORATION (hereinafter “Sponsor”) and the REGENTS OF THE UNIVERSITY OF MICHIGAN, a non-profit educational institution of the State of Michigan (hereinafter “University”).
Office Lease Agreement Perimeter Gateway IVOffice Lease Agreement • November 30th, 2016 • NanoFlex Power Corp • Hazardous waste management • Arizona
This Office Lease Agreement (“Lease”) is entered into and shall be effective as of November 15, 2013, (“Effective Date”), by and between: (i) DTR10, L.L.C., an Arizona limited liability company (“Landlord”);; and (ii) Universal Technology Systems Corp., a Florida corporation (“Tenant”). Landlord and Tenant (collectively, “Parties” and individually, a “Party”), agree as follows:
AMENDMENT TO INDEPENDENT CONTRACTOR SERVICES AGREEMENTIndependent Contractor Services Agreement • November 10th, 2016 • NanoFlex Power Corp • Hazardous waste management
THIS SECOND AMENDMENT TO THE INDEPENDENT CONTRACTOR SERVICES AGREEMENT (this "Second Amendment") is made this 21 day of October, 2016 by and between Power Strategies, LLC ("PSL") and NanoFlex Power Corporation (the "Company"). All capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the respective meanings ascribed to them in that certain Independent Contractor Services Agreement dated as of October 25, 2014 (the "Agreement") and the First Amendment to the Independent Contractor Services Agreement dated as of November 4, 2015 (the "First Amendment") between the parties.
ROUNDTABLE RESEARCH AGREEMENTResearch and Development • November 30th, 2016 • NanoFlex Power Corp • Hazardous waste management • Michigan
THIS AGREEMENT effective this 16 day of June, 2016, by and between NANOFLEX POWER CORPORATION (hereinafter “Sponsor”) and the REGENTS OF THE UNIVERSITY OF MICHIGAN, a non-profit educational institution of the State of Michigan (hereinafter “University”).
AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON DECEMBER 12, 2017Convertible Promissory Note Amendment • June 11th, 2018 • NanoFlex Power Corp • Semiconductors & related devices
THIS AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON December 12, 2017 (the “Amendment”) is made effective as of June 6, 2018, by and between Nanoflex Power Corporation, a Florida corporation (the “Company”), and Morningview Financial, LLC, a Wyoming limited liability company (the “Holder”) (collectively the “Parties”).
THE UNIVERSITY OF SOUTHERN CALIFORNIA RESEARCH AGREEMENTResearch Agreement • November 25th, 2013 • Universal Technology Systems Corp. • Hazardous waste management • New York
This Research Agreement is effective as of January 1, 2006 between the University of Southern California, a non-profit, educational institution incorporated under the laws of the State of California, (hereinafter referred to as "USC") and Global Photonic Energy Corporation, a corporation existing under the laws of the State of Pennsylvania, (hereinafter referred to as "GPEC").
NANOFLEX POWER CORPORATION NOTE CONVERSION AGREEMENTNote Conversion Agreement • November 13th, 2017 • NanoFlex Power Corp • Semiconductors & related devices • Florida
THIS NOTE CONVERSION AGREEMENT (the “Agreement”), dated as of October 11, 2017, is entered into by and between NanoFlex Power Corporation., a corporation organized under the laws of the state of Florida (the “Company”), and Ronald B. Foster (the “Holder”).
Subject: Amendment Letter Dear Mr. Ledger,Engagement Agreement • June 25th, 2015 • NanoFlex Power Corp • Hazardous waste management
On October 1, 2013, Tobin Tao & Company, Inc. (“Tobin Tao”) and NanoFlex Power Corporation (the “Client”) entered into an Engagement Agreement (the “Original Agreement”), effective as of October 1, 2013, pursuant to which the Client retained Tobin Tao for consulting services.
Fourth Amendment to the Amended License Agreement by and among Princeton University The University of Southern California, The Regents of the University of Michigan And NanoFlex Power CorporationLicense Agreement • November 10th, 2016 • NanoFlex Power Corp • Hazardous waste management
This Fourth Amendment, made and entered into on August 22, 2016, to the Amended License Agreement dated May 1, 1998 (“Agreement”), is among the University of Southern California, a California non-profit corporation with a principle place of business of business at 1150 5. Olive Street, Suite 2300, Los Angeles, California 90015 (“USC”); the Trustees of Princeton University, a not-for-profit education Institution organized and existing under the laws of the state of New Jersey (“Princeton”); the Regents of the University of Michigan, a Michigan not-for profit corporation, having an office at 1600 Huron Parkway, 2’ Floor, Ann Arbor, Michigan 48109-2590 (“Michigan”); and NanoFlex Power Corporation, a corporation organized under the laws of Florida, having its principle office at 17207 North Perimeter Drive, Suite 210, Scottsdale Arizona 85255 (“NPC”)and together with USC, Princeton, and Michigan, the “Parties”). Unless otherwise noted, capitalized terms in this Fourth Amendment will have t
Third Amendment to the Amended License Agreement by and among Princeton University, The University of Southern California, The Regents of the University of Michigan and Global Photonic Energy CorporationLicense Agreement • January 16th, 2014 • NanoFlex Power Corp • Hazardous waste management
This Third Amendment, made and entered into December 20, 2013, to the Amended License Agreement dated May 1, 1998 (“Agreement”), is among the University of Southern California, a California non-profit corporation with a place of business at 1150 S. Olive Street, Suite 2300, Los Angeles, California 90015 (“USC”); the Trustees of Princeton University, a not-for-profit education institution organized and existing under the laws of the state of New Jersey (“Princeton”); the Regents of the University of Michigan, a Michigan not-for-profit corporation, having an office at 1600 Huron Parkway, 2nd Floor, Ann Arbor, Michigan 48109-2590 (“Michigan”); Global Photonic Energy Corporation, a corporation organized under the laws of Pennsylvania, having its principal office at 17207 North Perimeter Drive, Suite 210, Scottsdale, Arizona 85255 (“GPEC”); and NanoFlex Power Corporation, a corporation organized under the laws of Florida, having its principal place of business at 17207 North Perimeter Drive
AMENDMENT NO. 1 DATED: JULY 21, 2016 TO ROUNDTABLE RESEARCH AGREEMENT EFFECTIVE June 16, 2016 BETWEEN NANOFLEX POWER CORPORATION (hereinafter “Sponsor”) AND THE REGENTS OF THE UNIVERSITY OF MICHIGAN (hereinafter “University”) Reference: University of...Roundtable Research Agreement • November 30th, 2016 • NanoFlex Power Corp • Hazardous waste management
WHEREAS the Sponsor and University wish to change the terms of the Agreement to authorize the performance of Years 2 and 3 of the Project.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 26th, 2016 • NanoFlex Power Corp • Hazardous waste management
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Second Amendment”) is made this 21st day of October, 2016 by and between Dean Ledger (the “Executive”) and NanoFlex Power Corporation (the “Company”). All capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the respective meanings ascribed to them in that certain Employment Agreement dated as of October 22, 2013 (the “Employment Agreement”) and the First Amendment to the Employment Agreement dated as of May 8, 2015 (the “First Amendment”) between the parties.
REPRESENTATIONS AND WARRANTIES AGREEMENT REGARDING DEBT AND VARIABLE SECURITIES DOCUMENT RW-05032017Representations and Warranties Agreement • May 10th, 2017 • NanoFlex Power Corp • Hazardous waste management
This Representations & Warranties Agreement, dated May 3, 2017 (this “Agreement”), is by and between NanoFlex Power Corporation, a Florida corporation (the “Issuer”) and JMJ Financial (the “Investor”) (referred to collectively herein as the “Parties”).
AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON APRIL 25, 2017Convertible Promissory Note Amendment • August 9th, 2017 • NanoFlex Power Corp • Hazardous waste management
THIS AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON APRIL 25, 2017 (the “Amendment”) is made effective as of July 28, 2017, by and between NanaFlex Power Corporation, a Florida corporation (the “Company”), and JSJ Investments, Inc., a Texas corporation (the “Holder”) (collectively the “Parties”).
ContractCollateralized Secured Promissory Note • June 26th, 2018 • NanoFlex Power Corp • Semiconductors & related devices
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
FORM OF PROMISSORY NOTEPromissory Note • January 27th, 2016 • NanoFlex Power Corp • Hazardous waste management • Arizona
Borrower: NanoFlex Power Corporation of 17207 N. Perimeter Dr., Suite 210, Scottsdale, Arizona 85255 (individually and collectively the "Borrower").
THE UNIVERSITY OF SOUTHERN CALIFORNIA PRINCETON UNIVERSITY GLOBAL PROTONIC ENERGY CORPORATION AMENDED LICENSE AGREEMENTLicense Agreement • November 25th, 2013 • Universal Technology Systems Corp. • Hazardous waste management • California
This Agreement, made and entered into this 14 day of May, 1998, (the Effective Date) by and between the UNIVERSITY OF SOUTHERN CALIFORNIA, a California nonprofit corporation with its principal place of business at University Park, Los Angeles, California 90089 (hereinafter referred to as "USC") The Trustees of PRINCETON UNIVERSITY a not for profit educational institution duly organized and existing under the laws of the STATE OF NEW JERSEY, USA (hereinafter referred to as "PRINCETON"), and GLOBAL PHOTONIC ENERGY CORPORATION, a corporation duly organized under the laws of Pennsylvania and having its principal office at Three Bala Plaza, East, Suite 104, Bala Cynwyd, PA 19004 (hereinafter referred to as "LICENSEE").
