REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2024 • GAXOS.AI Inc. • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 13, 2024, by and between Gaxos.ai Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SERIES A/SERIES B] COMMON STOCK PURCHASE WARRANT Gaxos.ai Inc.Security Agreement • March 15th, 2024 • GAXOS.AI Inc. • Services-prepackaged software
THIS [SERIES A/SERIES B] 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 date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gaxos.ai Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 15th, 2024 • GAXOS.AI Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 13, 2024, between Gaxos.ai Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
THE NFT GAMING COMPANY, INC. UNDERWRITING AGREEMENT [ ] Shares of Common StockUnderwriting Agreement • February 8th, 2023 • NFT Gaming Co Inc. • Services-prepackaged software • New York
The NFT Gaming Company, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter), for whom Laidlaw & Company (UK) Ltd. is acting as the representative (the “Representative”), an aggregate of [ ] authorized but unissued shares (the “Firm Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”). In addition, the Company proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional [ ]1 authorized but unissued shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, the Underwriter Warrants (as defined below) and the Underwriter Warrant Shares (as defined below) are collectively referred to as the “Securities.”
SERIES A COMMON STOCK PURCHASE WARRANT Gaxos.ai Inc.Common Stock Purchase Agreement • September 23rd, 2024 • GAXOS.AI Inc. • Services-prepackaged software • New York
THIS SERIES A 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 date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 23, 2030; provided that, if such date is not a Trading Day, the immediately following Trading Day (the “Termination Date”), but not thereafter, to subscribe for and purchase from Gaxos.ai Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Gaxos.ai Inc.Placement Agent Agreement • March 15th, 2024 • GAXOS.AI Inc. • Services-prepackaged software
THIS PLACEMENT AGENT 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 date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 17, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gaxos.ai Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Gaxos.ai Inc.Placement Agent Common Stock Agreement • September 23rd, 2024 • GAXOS.AI Inc. • Services-prepackaged software • New York
THIS PLACEMENT AGENT 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 date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 23, 2030; provided that, if such date is not a Trading Day, the immediately following Trading Day (the “Termination Date”), but not thereafter to subscribe for and purchase from Gaxos.ai Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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). This Warrant is issued pursuant to that certain Engagement Letter, dated as of September 20, 2024, by and between the Company
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Gaxos.ai Inc.Pre-Funded Common Stock Agreement • March 15th, 2024 • GAXOS.AI Inc. • Services-prepackaged software
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 date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gaxos.ai Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 20th, 2024 • GAXOS.AI Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 18, 2024, between Gaxos.ai Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 17th, 2023 • NFT Gaming Co Inc. • Services-prepackaged software • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 17th day of February, 2023 (the “Effective Date”), by and between The NFT Gaming Company, Inc., a Delaware corporation located at 101 Eisenhower Parkway, Suite 300, Roseland, New Jersey, 07068 (the “Corporation”), and Vadim Mats, an individual residing at ____________________ (the “Executive”); collectively the “Parties” and individually, each a “Party”.
COMMON STOCK PURCHASE WARRANT Gaxos.ai Inc.Common Stock Purchase Warrant • December 20th, 2024 • GAXOS.AI Inc. • Services-prepackaged software
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 the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gaxos.ai Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
EMPLOYMENT AGREEMENTEmployment Agreement • February 8th, 2023 • NFT Gaming Co Inc. • Services-prepackaged software • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 23rd day of March 2022 (the “Effective Date”), by and between The NFT Gaming Company, Inc., a Wyoming corporation with offices at 101 Eisenhower Parkway, Suite 300, Roseland NJ 07086 (the “Corporation”), and Steven A. Shorr an individual located at 34 Vassar Street Garden City, NY 11530 (the “Employee”), under the following circumstances:
Subscription AgreementSubscription Agreement • February 8th, 2023 • NFT Gaming Co Inc. • Services-prepackaged software • Wyoming
THIS SUBSCRIPTION AGREEMENT made as of the date set forth on the signature page by and between The NFT Gaming Company, Inc., a Wyoming corporation (hereinafter “Issuer” or “Company”); and the undersigned Subscriber (hereinafter “Subscriber”); who, for and in consideration of the mutual promises and covenants set forth herein, do hereto agree as follows:
SOFTWARE AND PATENT LICENSE AGREEMENTSoftware and Patent License Agreement • February 8th, 2023 • NFT Gaming Co Inc. • Services-prepackaged software • New York
This Software and Patent License Agreement (“Agreement”) is made and entered into as of August 29, 2022 (“Effective Date”) between The Trustees of Columbia University in the City of New York, a non-profit private educational institution, having a principal place of business at [*], [*] (“Columbia” or “Licensor”), and the NFT Gaming Company Inc., a Delaware corporation having its principal place of business at 101 Eisenhower Parkway, Suite 300, Roseland, New Jersey 07068, U.S.A. (the “Company” or the “Licensee”) (Columbia and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties”).
August 1, 2023 Vadim Mats Chief Executive Officer The NFT Gaming Company, Inc.Termination Agreement • November 14th, 2023 • NFT Gaming Co Inc. • Services-prepackaged software
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Gaxos.ai Inc.Placement Agent Common Stock Agreement • December 20th, 2024 • GAXOS.AI Inc. • Services-prepackaged software
THIS PLACEMENT AGENT 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 date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 20, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gaxos.ai Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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). This Warrant is issued pursuant to that certain engagement letter, dated as of September 20, 2024, by and between the Company and H.C. Wainwright & Co., LLC.
