INVIZYNE TECHOLOGIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2024 • Invizyne Technologies Inc • Biological products, (no disgnostic substances) • New York
The undersigned, Invizyne Technologies, 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 Invizyne Technologies, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Public Ventures, LLC (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 21st, 2024 • Invizyne Technologies Inc • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of the ___ day of __________ 2024, by and among INVIZYNE Technologies Inc., a Nevada corporation (the “Company”) and [________] each individual or entity named on the Schedule of Buyers attached hereto (each such individual or entity, individually, a “Buyer” and all of such individuals or entities, collectively, the “Buyers”).
UNDERWRITING AGREEMENT between INVIZYNE TECHNOLOGIES, INC. and PUBLIC VENTURES, LLC (D/B/A MDB Capital) INVIZYNE TECHOLOGIES, INC.Underwriting Agreement • August 1st, 2024 • Invizyne Technologies Inc • Biological products, (no disgnostic substances) • New York
The undersigned, Invizyne Technologies, 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 Invizyne Technologies, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Public Ventures, LLC (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) as follows:
Form of Underwriter’s Warrant AgreementUnderwriter’s Warrant Agreement • August 1st, 2024 • Invizyne Technologies Inc • Biological products, (no disgnostic substances)
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 ____, 2024 (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 Invizyne Technologies, Inc., a Nevada corporation (the “Company”), up to ______ shares of Common Stock, par value $0.000001 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 • February 9th, 2024 • Invizyne Technologies Inc • Nevada
This Indemnification Agreement (“Agreement”) is made as of the ___th day of April 20___ and between Invizyne Technologies Inc., a Nevada corporation (“Company”), and ___ (the “Indemnitee”).
ContractSafe (Simple Agreement for Future Equity) • April 17th, 2024 • Invizyne Technologies Inc • Biological products, (no disgnostic substances)
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
Lock-Up AgreementLock-Up Agreement • October 4th, 2024 • Invizyne Technologies Inc • Biological products, (no disgnostic substances)
The undersigned understands that Public Ventures LLC (the “Underwriter”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Invizyne Technologies, Inc., a Nevada corporation (the “Company”), providing for the initial public offering (the “Public Offering”) of shares of common stock, par value $0.00001 per share, of the Company (the “Common Shares”).
TERM EQUITY PURCHASE AGREEMENTTerm Equity Purchase Agreement • February 9th, 2024 • Invizyne Technologies Inc • Texas
This five-year term equity purchase agreement is entered into as of April 17, 2019 (this “Agreement”), by and between Invizyne Technologies, Inc., a Nevada corporation (the “Company”), and MDB Capital Group, LLC, a Texas limited liability company (the “Investor”).
Member FINRA/SIPCEngagement Agreement • April 17th, 2024 • Invizyne Technologies Inc • Biological products, (no disgnostic substances) • New York
This letter (the “Agreement”) will confirm the basis upon which Invizyne Technologies Inc. (the “Company”) has engaged Digital Offering, LLC (together with its affiliates, control persons, officers, directors, employees and agents, “Digital Offering”), to act as Company’s qualified independent underwriter in in connection with an offering of the common stock of Invizyne Technologies Inc. (the “Company”) and such other securities as may be necessary for a successful offering (collectively referred herein as the “Securities”), on terms and conditions to be mutually agreed between the Company and the Qualified Independent Underwriter (the “Offering”).
WARRANT TO PURCHASE COMMON STOCK INVIZYNE TECHNOLOGIES INC.Placement Warrant Agreement • October 21st, 2024 • Invizyne Technologies Inc • Biological products, (no disgnostic substances)
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for the purchase price of $0.125 per Warrant, or an aggregate of $___ , [Name of holder]_____________ 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 six (6) months anniversary of the effective date of the registration statement filed with the Commission (hereinafter defined) for the initial public offering of the Company (the “Initial Exercise Date”) and 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 Invizyne Technologies Inc., a Nevada corporation (the “Company”), up to ______ shares of Common Stock, par value $0.000001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 17th, 2024 • Invizyne Technologies Inc • Biological products, (no disgnostic substances) • California
This exclusive license agreement (“Agreement”) is made effective this 25th day of April, 2019 (“Effective Date”), by and between The Regents of the University of California, a California public corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, CA 94607-5200 (“The Regents”), acting through The Technology Development Group of the University of California, Los Angeles (“UCLA”), located at 10889 Wilshire Boulevard, Suite 920, Los Angeles, CA 90095-7191, and lnvizyne Technologies, Inc. (“Licensee”), a Nevada corporation having a principal place of business at 40 Hitching Post Drive, Rolling Hills Estates, CA 90274.
EXECUTIVE employment AGREEMENTExecutive Employment Agreement • April 17th, 2024 • Invizyne Technologies Inc • Biological products, (no disgnostic substances) • California
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 12, 2024, by and between Michael Heltzen (“Executive”) and Invizyne Technologies, Inc., a Nevada corporation (the “Company” and together with Executive, the “Parties”).
