HyperSciences, Inc. Sample Contracts

ESCROW AGREEMENT FOR SECURITIES OFFERING
Escrow Agreement • April 30th, 2018 • HyperSciences, Inc. • General industrial machinery & equipment • Delaware

THIS ESCROW AGREEMENT, dated as of (“Escrow Agreement”), is by and between SI Securities, LLC (“SI Securities”), HyperSciences, Inc., a Delaware corporation (“Issuer”), and The Bryn Mawr Trust Company of Delaware (“BMTC DE”), a Delaware entity, as Escrow Agent hereunder (“Escrow Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth in that certain Issuer Agreement by and between Issuer and SI Securities executed prior hereto (the “Issuer Agreement”).

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INVESTOR PROXY AGREEMENT
Investor Proxy Agreement • June 5th, 2018 • HyperSciences, Inc. • General industrial machinery & equipment

This Investor Proxy Agreement (this “Investor Proxy Agreement”) among SI Securities, LLC, a New York limited liability company (“SeedInvest”); and those persons (the “Purchasers”) now or hereafter signing the counterpart signature page to this Investor Proxy Agreement attached hereto which shall take effect on the date set forth on such below (the “Effective Date”).

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HYPERSCIENCES, INC. VOTING AGREEMENT
Voting Agreement • June 20th, 2018 • HyperSciences, Inc. • General industrial machinery & equipment • Washington

THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of ______________________________ by and among HyperSciences, Inc., a Dela­ware corporation (the “Company”), each holder of the Company’s Series A Preferred Stock, $0.0001 par value per share (“Series A Preferred Stock”) (referred to herein as the “Preferred Stock”) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Subsections 7.1(a) or 7.2 below, the “Investors”), and those certain stockholders of the Company and holders of options to acquire shares of the capital stock of the Company listed on Schedule B, the “Key Holders,” and together collectively with the Investors, the “Stockholders”).

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HYPERSCIENCES, INC. RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Co-Sale Agreement • June 20th, 2018 • HyperSciences, Inc. • General industrial machinery & equipment • Washington

THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of ________________________ by and among HyperSciences, Inc., a Delaware corporation (the “Company”), the Investors listed on Schedule A and the Key Holders listed on Schedule B.

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SI Securities, LLC
Agreement • April 30th, 2018 • HyperSciences, Inc. • General industrial machinery & equipment • New York
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HYPERSCIENCES, INC. INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • June 20th, 2018 • HyperSciences, Inc. • General industrial machinery & equipment • Washington

This Investors’ Rights Agreement (this “Agreement”) is made and entered into as of ______________, 2018, by and among HyperSciences, Inc., a Delaware corporation (the “Company”), and the parties listed on Exhibit A attached hereto who have invested in the Series A Preferred Stock offering of the Company (the “Investors” and each an “Investor”), and certain holders of the Company’s common stock listed on Exhibit B attached to this Agreement (the “Key Holders”).

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HYPERSCIENCES, INC. INVESTORS’ RIGHTS AGREEMENT
’ Rights Agreement • April 30th, 2018 • HyperSciences, Inc. • General industrial machinery & equipment • Washington

This Investors’ Rights Agreement (this “Agreement”) is made and entered into as of ______________, 2018, by and among HyperSciences, Inc., a Delaware corporation (the “Company”), and the parties listed on Exhibit A attached hereto who have invested in the Series A Preferred Stock offering of the Company (the “Investors” and each an “Investor”), and certain holders of the Company’s common stock listed on Exhibit B attached to this Agreement (the “Key Holders”).

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COOPERATIVE RESEARCH AGREEMENT BETWEEN HYPERSCIENCES, INC AND SHELL INTERNATIONAL EXPLORATION AND PRODUCTION INC. Contract Number PT50890
Amending Agreement • June 5th, 2018 • HyperSciences, Inc. • General industrial machinery & equipment • Texas

HyperSciences, Inc, a company incorporated under the laws of Delaware with rights to do business in Washington State and Idaho and having its registered office at 1702 S. Rockwood Blvd, Spokane, WA 99203, United States of America hereinafter called “Contractor”.

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EXCLUSIVE ROYALTY FREE PATENT LICENSE AGREEMENT
Patent License Agreement • April 30th, 2018 • HyperSciences, Inc. • General industrial machinery & equipment • Washington

This exclusive patent license agreement (“Agreement”) is dated and effective as of the date of last signature (the “Effective Date”), and is made between HyperSciences, Inc., a Delaware corporation HSI (“HSI”), and EnergeticX.net, LLC, a Washington limited liability company (“Company”), (individually “Party” or collectively “Parties”).

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SI SECURITIES, LLC AMENDMENT TO ISSUER AGREEMENT
Issuer Agreement • June 26th, 2018 • HyperSciences, Inc. • General industrial machinery & equipment • New York

THIS AMENDMENT LETTER (the “Letter”) is entered into as of 6/25/2018, 2018 (the “Effective Date”) by and among HyperSciences, Inc. (the “Company”) and SI Securities, LLC (“SI Securities”, and together with Company, the “Parties”).

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COOPERATIVE RESEARCH AGREEMENT BETWEEN HYPERSCIENCES, INC AND SHELL INTERNATIONAL EXPLORATION AND PRODUCTION INC. Contract Number PT50890
Amending Agreement • April 30th, 2018 • HyperSciences, Inc. • General industrial machinery & equipment

HyperSciences, Inc, a company incorporated under the laws of Delaware with rights to do business in Washington State and Idaho and having its registered office at 1702 S. Rockwood Blvd, Spokane, WA 99203, United States of America hereinafter called “Contractor”.

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EXCLUSIVE PATENT LICENSE AGREEMENT BETWEEN HYPERSCIENCES, INC AND UNIVERSITY OF WASHINGTON for CoMotion Ref 35757A
Exclusive Patent License Agreement • June 5th, 2018 • HyperSciences, Inc. • General industrial machinery & equipment • Washington

This exclusive patent license agreement ("Agreement") is dated and effective as of the date of last signature (the "Effective Date"), and is made between the University of Washington, a public institution of higher education and an agency of the state of Washington, ("University"), and HyperSciences, Inc., a corporation under the laws of the state of Delaware ("Company"), (individually "Party" or collectively "Parties").

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SI SECURITIES, LLC AMENDMENT TO ISSUER AGREEMENT
Issuer Agreement • June 20th, 2018 • HyperSciences, Inc. • General industrial machinery & equipment • New York

THIS AMENDMENT LETTER (the “Letter”) is entered into as of _5/15/2018_, 2018 (the “Effective Date”) by and among HyperSciences, Inc. (the “Company”) and SI Securities, LLC (“SI Securities”, and together with Company, the “Parties”).

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AMENDED AND RESTATED EXCLUSIVE PATENT LICENSE AGREEMENT
Exclusive Patent License Agreement • June 15th, 2020 • HyperSciences, Inc. • General industrial machinery & equipment • Washington

This exclusive patent license agreement (“Agreement”) is dated and effective as of the date of last signature (the “Effective Date”), and is made between HyperSciences, Inc., a Delaware corporation HSI (“HSI”), and EnergeticX.net, LLC, a Washington limited liability company (“Company”), (individually “Party” or collectively “Parties”).

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AMENDING AGREEMENT # 03
Amending Agreement • September 30th, 2019 • HyperSciences, Inc. • General industrial machinery & equipment
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SUBSCRIPTION AGREEMENT
Subscription Agreement • April 30th, 2018 • HyperSciences, Inc. • General industrial machinery & equipment • Washington

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

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February 27, 2018
HyperSciences, Inc. • April 30th, 2018 • General industrial machinery & equipment

Reference is made to (i) the Convertible Promissory Note Purchase Agreement, dated as of June 26, 2015, as amended, (the “2015 Agreement”) between HyperSciences, Inc., a Delaware corporation (the “Company”) and the Purchasers listed on the schedule of purchasers attached thereto (the “2015 Purchasers”) pursuant to which the Company issued Convertible Promissory Notes (the "2015 Notes") to 2015 Purchasers in exchange for investments equal to the respective principal amounts of such 2015 Notes, as provided therein and (ii) the Convertible Promissory Note Purchase Agreement, dated as of February 8, 2017, as amended, (the “2017 Agreement” and together with the 2015 Agreement the “Purchase Agreements”) between the Company and the Purchasers listed on the schedule of purchasers attached thereto (the “2017 Purchasers” and together with the 2015 Purchasers, the “Purchasers”) pursuant to which the Company issued Convertible Promissory Notes (the "2017 Notes" and together with the 2015 Notes, th

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LICENSE TERMINATION AGREEMENT
License Termination Agreement • June 15th, 2020 • HyperSciences, Inc. • General industrial machinery & equipment • Washington

This License Termination Agreement is made as of June 26, 2015 (this “Agreement”), by and between HyperSciences, Inc., a Delaware corporation (“HyperSciences”), and EnergeticX.net, L.L.C., a Washington limited liability company (“EnergeticX”) and together with HyperSciences, the “Parties” and each a “Party”).

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NON-EXCLUSIVE PATENT LICENSE AGREEMENT BETWEEN
Non-Exclusive Patent License Agreement • April 30th, 2018 • HyperSciences, Inc. • General industrial machinery & equipment • Washington

This non-exclusive patent license agreement (“Agreement”) is dated and effective as of the date of last signature (the “Effective Date”), and is made between HyperSciences, Inc., a Delaware corporationHSI, (“HSI”), and EnergeticX.net, LLC, a Washington limited liability company (“Company”), (individually “Party” or collectively “Parties”).

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AMENDMENT TO ISSUER AGREEMENT
Issuer Agreement • June 20th, 2018 • HyperSciences, Inc. • General industrial machinery & equipment • New York

THIS AMENDMENT LETTER (the “Letter”) is entered into as of 6/19/2018, 2018 (the “Effective Date”) by and among HyperSciences, Inc. (the “Company”) and SI Securities, LLC (“SI Securities”, and together with Company, the “Parties”).

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ADDENDUM #1 to EXCLUSIVE ROYALTY FREE PATENT LICENSE AGREEMENT
Patent License Agreement • April 30th, 2019 • HyperSciences, Inc. • General industrial machinery & equipment • Washington

This addendum (“Addendum”) to that certain Exclusive Royalty Free Patent License Agreement by and between ENERGETICX.NET, L.L.C., a Washington limited liability company (“EGX”), and HYPERSCIENCES, INC., a Delaware corporation (“HSI”) dated May 19, 2015 (the “Exclusive License Agreement”), is made and entered into as of July 27, 2018 (the “Effective Date”). EGX and HSI are referred to herein each as a “Party” and together as the “Parties”.

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