Allied Corp. Sample Contracts

Form of Boustead Warrant Agreement
Allied Corp. • June 11th, 2021 • Retail-catalog & mail-order houses • California

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE QUALIFICATION DATE (AS DEFINED BELOW) OF THE OFFERING STATEMENT: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF BOUSTEAD SECURITIES, LLC, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(G)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(G)(2).

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Private Placement Subscription Agreement
Cosmo Ventures Inc • May 28th, 2013

These securities have not been registered under the Securities Act of 1933 (the "US Securities Act") and may not be offered or sold in the United States or to U.S. persons (other than distributors) unless the securities are registered under the US Securities Act, or an exemption from the registration requirements of the US Securities Act is available. Hedging transactions involving these securities may not be conducted unless in compliance with the US Securities Act.

SECURITY AGREEMENT BY ALLIED CORP. IN FAVOR OF CA INDOSUEZ (SWITZERLAND) SA January 23, 2020
Security Agreement • December 16th, 2020 • Allied Corp. • Retail-catalog & mail-order houses • Nevada

This SECURITY AGREEMENT is made and entered into effective the 23rd day of January 2020, by ALLIED CORP., a Nevada corporation (“Debtor”), with its principal office at 1405 St. Paul St., Suite 201, Kelowna, British Columbia, Canada V1Y 9N2, in favor of CA INDOSUEZ (SWITZERLAND) SA (“Lender”), the address for which for purposes hereof is (“Secured Party”). For purposes of this Agreement, each and every subsidiary of the Debtor including without limitation AM (Advanced Micro) Biosciences, Inc.

Forward Purchase Agreement
Forward Purchase Agreement • December 5th, 2023 • Allied Corp. • Retail-catalog & mail-order houses • British Columbia

Allied Colombia S.A.S , a Colombian Corporation, having its principal place of business located at Carrera 49 # 54 73 Barrio Pan de Azucar, Bucaramanga, Colombia

CONSULTING AGREEMENT
Consulting Agreement • December 14th, 2023 • Allied Corp. • Retail-catalog & mail-order houses

This CONSULTING AGREEMENT (hereafter the "Agreement"), dated as of ____________ 2023 (hereafter the “Agreement Date”) and is effective (hereafter the "Effective Date") on receipt of this executed Consulting Agreement delivered by Michael Moses (“Executive”) pursuant to Paragraph 2.5 set out in that certain Interim Operating Agreement of even date herewith (the “Operating Agreement”), between Allied Corp., a Nevada corporation (hereafter the "Company") and Michael Moses (hereafter the "Executive").

INTERIM OPERATING AGREEMENT
Interim Operating Agreement • December 14th, 2023 • Allied Corp. • Retail-catalog & mail-order houses • Nevada

This Interim Operating Agreement (the “Agreement”) of Allied Corp., a Nevada corporation (the “Company”), is effective as of September 1, 2023 (the “Effective Date”), is entered into by and between the Company and Michael Moses (“Moses).

Form of Participating Dealers Agreement BOUSTEAD SECURITIES, LLC 6 Venture, Suite 325 Irvine, CA 92618 949-295-1580 PARTICIPATING DEALER AGREEMENT for Shares in Allied Corp.
Allied Corp. • June 11th, 2021 • Retail-catalog & mail-order houses • California

The undersigned, Boustead Securities, LLC, a California limited liability company (the “Managing Broker-Dealer”), has entered into an agreement (the “Engagement Letter”) with Allied Corp., a Nevada corporation (the “Company”), for the sale (the “Offering”) of up to $20,000,000 in shares of common stock (the “Shares”) in the Company, pursuant to which the Managing Broker-Dealer has agreed to use its best efforts to form and manage, as the Managing Broker-Dealer, a group of licensed securities dealers (a “Dealer” if singular or the “Dealers” if plural) for the purpose of soliciting offers for the purchase of the Shares. The Underwriting Agreement is attached hereto as Exhibit A. The Company has prepared and filed an Offering Statement on Form 1-A, File No. __________ (together with all amendments thereto, the “Offering Statement”) with the Securities and Exchange Commission (“SEC”). The date the Offering Statement is qualified by SEC shall be referred to herein as the “Qualification Date

REORGANIZATION AND STOCK PURCHASE AGREEMENT
Reorganization and Stock Purchase Agreement • September 10th, 2019 • Allied Corp. • Retail-catalog & mail-order houses • Nevada

This REORGANIZATION AND STOCK PURCHASE AGREEMENT dated as of July 25, 2019 (this “Agreement”) is by and among Allied Corp. (“Allied”), Pacific Capital Investment Group, Inc. (the “Allied Shareholder”), Allied Exchange Corp. (“Allied Exchange”), AM (Advanced Micro) Biosciences, Inc. (“Acquiror”) and shareholders of Acquiror (“Acquiror Shareholders”).

Forward Purchase Agreement
Forward Purchase Agreement • December 5th, 2023 • Allied Corp. • Retail-catalog & mail-order houses • London

OneLife Labs Pty Ltd, an Australian Corporation (ABN 39 616 895 606) have its principal place of business located at Wonthaggi, Victoria, Australia.

LAND LEASE
Land Lease • April 9th, 2021 • Allied Corp. • Retail-catalog & mail-order houses • Nevada
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • April 9th, 2021 • Allied Corp. • Retail-catalog & mail-order houses • Nevada

This Asset Purchase Agreement (this “Agreement”), dated as of March 30, 2021 (the “Execution Date”, is entered into between Marapharm Las Vegas LLC, a Nevada limited liability company (“Seller”), and Allied US Products, LLC, a Nevada limited liability company (“Buyer”).

Convertible Promissory Note Amendment and Extension
Convertible Promissory Note • December 14th, 2022 • Allied Corp. • Retail-catalog & mail-order houses

This AMENDMENT (“Amendment”) made as of the 30th day of September 2022, is to that certain CONVERTIBLE PROMISSORY NOTE (hereinafter referred to as the Original Note) made on the ___th day of ________, 202__ by and between Allied Corp. (“Allied”) and ________________ (“Payee”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 4th, 2013 • Cosmo Ventures Inc • Retail-catalog & mail-order houses
Loan and security agreement.
Loan and Security Agreement • December 16th, 2020 • Allied Corp. • Retail-catalog & mail-order houses • British Columbia

This Loan and Security Agreement ("Agreement") is made this ______ day of May 2020 between SLCI1, LLC, a Colorado limited liability company ("Lender") and Allied Corp., a Delaware corporation ("Borrower").

AMENDMENT NO. 1 TO PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • August 23rd, 2021 • Allied Corp. • Retail-catalog & mail-order houses

THIS AMENDMENT NO. 1 TO PLACEMENT AGENT AGREEMENT (this “Amendment No. 1”), is made and entered into as of August 17, 2021 (the “Effective Date”), by and among Allied Corp. (the “Company”); and Boustead Securities, LLC (“BSL”). The Company and BSL may be referred to herein collectively as the “Parties” or singularly as a “Party.” BSL and the Company agree as follows:

SERVICES AGREEMENT
Services Agreement • April 9th, 2021 • Allied Corp. • Retail-catalog & mail-order houses • Nevada

This Services Agreement (this “Agreement”), dated as of March 30, 2021 (the “Execution Date”), is entered into by and between Marapharm Las Vegas LLC, a Nevada limited liability company with a place of business at 102-1561 Sutherland Ave., Kelowna, British Columbia, Canada V1Y 5Y7 (“Service Provider”), and Allied US Products, LLC, a Nevada limited liability company with a place of business at 201-1405 St Paul St., Kelowna, British Columbia V1Y 2E4 (“Customer” and together with Service Provider, the “Parties”, and each a “Party”).

Forward Purchase Agreement
Forward Purchase Agreement • December 5th, 2023 • Allied Corp. • Retail-catalog & mail-order houses • British Columbia

The Australian Cannabis Group, an Australian Corporation, having its principal place of business located at 283 Rokeby Rd, Subiaco WA 6008

OPTION TO PURCHASE ASSET AGREEMENT
Assignment and Assumption Agreement • June 11th, 2021 • Allied Corp. • Retail-catalog & mail-order houses • Nevada

This Option to Purchase Asset Agreement (this “Agreement”), effective as of April 30, 2021 but executed on May 11, 2021 (the “Execution Date”, is entered into between Marapharm Las Vegas LLC, a Nevada limited liability company (“Seller”), and Allied US Products, LLC, a Nevada limited liability company (“Buyer”).

SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE Allied Corp., a Nevada corporation
Subscription Agreement • April 6th, 2022 • Allied Corp. • Retail-catalog & mail-order houses • Nevada

Please carefully read all instructions and the terms and conditions of your Private Placement Memorandum dated April 5, 2022 (as amended or supplemented, the “Memorandum”) before filling out this Subscription Agreement and Investor Questionnaire (the “Subscription Agreement”). The Subscription Agreement must be completed and executed before this subscription for Shares is considered. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Memorandum. If you need assistance, please call the Company.

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