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U.S. Gold Corp. Sample Contracts

Standard Contracts

COMMON STOCK PURCHASE WARRANT U.S. Gold Corp.
Common Stock Purchase Warrant • March 21st, 2022 • U.S. Gold Corp. • Metal mining

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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 18, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from U.S. Gold Corp., an Nevada corporation (the “Company”), up to 625,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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 AGREEMENT
Securities Purchase Agreement • January 28th, 2021 • U.S. Gold Corp. • Metal mining • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 28, 2021 by and among U.S. Gold Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • January 28th, 2021 • U.S. Gold Corp. • Metal mining

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 ______________1 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from U.S. GOLD CORP., a Nevada Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).

COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • September 19th, 2013 • Dataram Corp • Computer storage devices

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 six-month anniversary of the Issue Date (the " Initial Exercise Date ") and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Dataram Corporation, a New Jersey corporation (the "Company"), up to shares (as subject to adjustment hereunder, the "Warrant Shares") of 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).

BACKGROUND
Loan Agreement • July 28th, 2005 • Dataram Corp • Computer storage devices
CLASS A COMMON STOCK PURCHASE WARRANT
Securities Agreement • June 20th, 2019 • U.S. Gold Corp. • Metal mining

THIS CLASS 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 six month anniversary of the Initial Issuance Date (the “Initial Exercise Date”) and on or prior to the close of business on the sixty (60) month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from U.S. GOLD CORP., a Nevada corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).

AT THE MARKET OFFERING AGREEMENT November 2, 2018
At the Market Offering Agreement • November 2nd, 2018 • U.S. Gold Corp. • Metal mining • New York
PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • May 12th, 2011 • Dataram Corp • Computer storage devices • New York
COMMON STOCK PURCHASE WARRANT U.S. Gold Corp.
Security Agreement • April 19th, 2024 • U.S. Gold Corp. • Metal mining

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [HOLDER NAME] 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 October [●], 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October [●], 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from U.S. Gold Corp., a Nevada corporation (the “Company”), up to the number of shares set out above (as subject to adjustment hereunder, the “Warrant Shares”) of 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 AGREEMENT
Securities Purchase Agreement • April 10th, 2023 • U.S. Gold Corp. • Metal mining • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 4, 2023 and is between U.S. Gold Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

CREDIT AGREEMENT Dated: April 16, 2001
Credit Agreement • July 26th, 2001 • Dataram Corp • Computer storage devices • New Jersey
BACKGROUND
Loan Agreement • July 10th, 2006 • Dataram Corp • Computer storage devices
Contract
Warrant Agreement • August 13th, 2020 • U.S. Gold Corp. • Metal mining • Nevada

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.

EMPLOYMENT AGREEMENT
Employment Agreement • July 26th, 2002 • Dataram Corp • Computer storage devices • New Jersey
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 19th, 2024 • U.S. Gold Corp. • Metal mining • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 15, 2024, between U.S. Gold Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

DATARAM CORPORATION
Note and Security Agreement • March 1st, 2010 • Dataram Corp • Computer storage devices • New Jersey
EXCHANGE AGREEMENT
Exchange Agreement • January 21st, 2016 • Dataram Corp • Computer storage devices • New York

THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of January 15, 2016, is made by and between Dataram Corporation, a Nevada corporation, formerly a New Jersey corporation (“Company”), and the holder of Warrants (as defined herein) signatory hereto (the “Holder”).

A N D
Lease Renewal Agreement • March 16th, 2011 • Dataram Corp • Computer storage devices
A N D
Lease Agreement • July 28th, 2009 • Dataram Corp • Computer storage devices • Pennsylvania
SECURITY AGREEMENT
Security Agreement • July 18th, 2014 • Dataram Corp • Computer storage devices • New York

This SECURITY AGREEMENT, dated as of July ___, 2014 (this “Agreement”), is among Dataram Corporation, a New Jersey corporation (the “Company”), (the “Debtors”), Collateral Services LLC, as collateral agent (the “Collateral Agent”) for the holders of the Company’s Subordinated Secured Convertible Bridge Notes due October 15, 2014 which were issued on July ___, 2014, in the original aggregate principal amount of $750,000 (collectively, the “Notes”) (collectively, the “Secured Parties”).

EMPLOYMENT AGREEMENT
Employment Agreement • July 22nd, 2021 • U.S. Gold Corp. • Metal mining • Nevada

THIS EMPLOYMENT AGREEMENT (“Agreement”), effective July 19, 2021 (“Effective Date”), is made between U.S. Gold Corp., a Nevada corporation (“Employer” or the “Company”), and Kevin Francis (“Employee”). Employee and the Company are sometimes referred to herein as the “Parties.”

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 4th, 2015 • Dataram Corp • Computer storage devices • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July [___], 2015, between Dataram Corporation, a New Jersey corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • March 20th, 2014 • Dataram Corp • Computer storage devices • New York

This Common Stock Purchase Agreement (this “Agreement”) is dated as of March 20, 2014, between Dataram Corporation, a New Jersey corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 7th, 2017 • Dataram Corp • Computer storage devices • New York

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 27 day of June 2016, by and between U.S. Gold Corp., a Nevada corporation and David Mathewson, an individual (“Executive”). As used herein, the “Effective Date” of this Agreement shall mean the date first set forth above.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 5th, 2016 • Dataram Corp • Computer storage devices • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 3, 2016, between Dataram Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

EXCHANGE AGREEMENT
Exchange Agreement • March 30th, 2020 • U.S. Gold Corp. • Metal mining • New York

WHEREAS, the Investor is the holder of shares of the Company’s Series F Convertible Preferred Stock (“Series F Preferred Stock”) issued pursuant to the Securities Purchase Agreement, dated as of June 11, 2019 (“June 2019 SPA”)

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 4th, 2024 • U.S. Gold Corp. • Metal mining • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 27, 2024, between U.S. Gold Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • December 16th, 2019 • U.S. Gold Corp. • Metal mining