SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 24th, 2023 • JanOne Inc. • Retail-home furniture, furnishings & equipment stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 22, 2023, between JanOne Inc., 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 JANONE INC.Security Agreement • August 23rd, 2023 • JanOne Inc. • Retail-home furniture, furnishings & equipment stores
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 August ___, 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from JanOne Inc., 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).
LOAN AGREEMENT BETWEENLoan Agreement • November 17th, 1998 • Appliance Recycling Centers of America Inc /Mn • Wholesale-misc durable goods • Minnesota
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 23rd, 2023 • JanOne Inc. • Retail-home furniture, furnishings & equipment stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 18, 2023, between JanOne Inc., 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”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT JANONE INC.Pre-Funded Common Stock Purchase Warrant • August 23rd, 2023 • JanOne Inc. • Retail-home furniture, furnishings & equipment stores
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 hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from JanOne Inc., 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).
Exhibit 1.4 to the Loan Agreement dated September 10, 1998 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT") OR UNDER THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD,...Stock Purchase Warrant • March 26th, 1999 • Appliance Recycling Centers of America Inc /Mn • Wholesale-misc durable goods
COMMON STOCK PURCHASE WARRANT JANONE INC.Common Stock Purchase Warrant • May 6th, 2024 • JanOne Inc. • Pharmaceutical preparations
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 May 1, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from JanOne Inc., 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).
3% ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE PROMISSORY NOTE DUE ___________, 202_Convertible Security Agreement • November 15th, 2016 • Appliance Recycling Centers of America Inc /Mn • Retail-home furniture, furnishings & equipment stores • Nevada
THIS 3% ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued 3% Original Issue Discount Senior Convertible Promissory Note of Appliance Recycling Centers of America, Inc., a Minnesota corporation (the “Company” or the “Borrower”), having its principal place of business at 175 Jackson Avenue North, Suite 102, Minneapolis, Minnesota 55343-4565, designated as its 3% Original Issue Discount Senior Convertible Promissory Note due ___________, 202_ (the “Note”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 15th, 2016 • Appliance Recycling Centers of America Inc /Mn • Retail-home furniture, furnishings & equipment stores • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of November 8, 2016, by and between Appliance Recycling Centers of America, Inc., a Minnesota corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • June 21st, 2024 • JanOne Inc. • Pharmaceutical preparations • New York
JanOne Inc., a corporation organized under the laws of Nevada (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
EXHIBIT 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THIS...Note • November 17th, 1998 • Appliance Recycling Centers of America Inc /Mn • Wholesale-misc durable goods
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT JANONE INC.Placement Agent Common Stock Purchase Warrant • August 23rd, 2023 • JanOne Inc. • Retail-home furniture, furnishings & equipment stores
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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 18, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from JanOne Inc., 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). This Warrant is issued pursuant to that certain Engagement Agreement by and between the Company and H.C. Wainwright & Co., LLC, dated as of March 22, 2023.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 6th, 2024 • JanOne Inc. • Pharmaceutical preparations • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of May 1, 2024, between JanOne Inc., 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 22nd, 2015 • Appliance Recycling Centers of America Inc /Mn • Retail-home furniture, furnishings & equipment stores • Minnesota
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ___________, 2015 by and between Appliance Recycling Centers of America, Inc., a Minnesota corporation (the “Company”), and _________________ (“Indemnitee”).
CREDIT AND SECURITY AGREEMENT dated as of May 10, 2017 by and among Appliance Recycling Centers of America, Inc., ApplianceSmart, Inc., ARCA Recycling, Inc. and Customer Connexx LLC each as Borrower, and collectively as Borrowers, and MIDCAP FINANCIAL...Credit and Security Agreement • August 21st, 2017 • Appliance Recycling Centers of America Inc /Mn • Retail-home furniture, furnishings & equipment stores • Maryland
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 29th, 2021 • JanOne Inc. • Retail-home furniture, furnishings & equipment stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 29, 2021, and is between JanOne Inc., a corporation incorporated under the laws of the state of Nevada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SPECTRUM COMMERCIAL SERVICES APPLIANCE RECYCLING CENTERS COMPANY OF AMERICA, INC.General Credit and Security Agreement • March 21st, 2003 • Appliance Recycling Centers of America Inc /Mn • Retail-home furniture, furnishings & equipment stores
JanOne Inc.Placement Agent Agreement • January 29th, 2021 • JanOne Inc. • Retail-home furniture, furnishings & equipment stores • New York
SECURITY AGREEMENTSecurity Agreement • December 31st, 2018 • Appliance Recycling Centers of America Inc /Mn • Retail-home furniture, furnishings & equipment stores
THIS SECURITY AGREEMENT is made and entered into as of December 26, 2018, by and between APPLIANCESMART, INC., a Minnesota corporation ("Debtor") and APPLIANCE RECYCLING CENTERS OF AMERICA, INC., a Minnesota corporation ("Secured Party") whose addresses are set forth below.
ContractConvertible Security Agreement • April 8th, 2024 • JanOne Inc. • Pharmaceutical preparations • Nevada
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANIES. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 8th, 2010 • Appliance Recycling Centers of America Inc /Mn • Retail-home furniture, furnishings & equipment stores • Minnesota
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), is made and entered into as of , 2010, by and between Appliance Recycling Centers of America, Inc. a Minnesota corporation (the “Company”), and the undersigned prospective investor (the “Investor”) who is subscribing for shares (the “Shares”) of common stock of the Company, no par value per share (the “Common Stock”).
FIRST AMENDMENT TO PROMISSORY NOTEConvertible Security Agreement • February 9th, 2024 • JanOne Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO PROMISSORY NOTE (this “First Amendment”) memorializes, modifies, amends, and ratifies that certain Promissory Note, made as of May 24, 2023, of ARCA Recycling Inc., a California corporation as the “Borrower” (“ARCA”), and JanOne Inc., a Nevada corporation as the “Co-Borrower” (“JanOne”), in favor of Live Ventures Incorporated, a Nevada corporation, as the “Lender” (the “Promissory Note”). ARCA and JanOne are sometimes referred to herein, collectively, as the “Joint Obligors.” Lender, ARCA, and JanOne are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.” The “Effective Date” of this First Amendment is February [*], 2024.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2015 • Appliance Recycling Centers of America Inc /Mn • Retail-home furniture, furnishings & equipment stores • Minnesota
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) between Appliance Recycling Centers of America, Inc. (ARCA), along with its successors and/or assigns, (the “Company”) and Mark G. Eisenschenk (the “Employee”) is entered into and dated as of February 9, 2015 (the “Effective Date”).
Exhibit 10.1 SOUTHERN CALIFORNIA EDISON COMPANY'S 2001 REFRIGERATOR RECYCLING AND HAZARDOUS MATERIALS DISPOSAL AGREEMENT TABLE OF CONTENTS 1 DEFINITIONS 2 GENERAL TERMS 3 CONTRACT DOCUMENTS 4 SCOPE OF WORK 5 CUSTOMER AND APPLIANCE ELGIBILITY 6...Recycling and Hazardous Materials Disposal Agreement • May 15th, 2001 • Appliance Recycling Centers of America Inc /Mn • Retail-home furniture, furnishings & equipment stores • California
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • August 23rd, 2024 • ALT5 Sigma Corp • Pharmaceutical preparations • Nevada
THIS UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of August 20, 2024, is between ALT5 Sigma Corporation, a company incorporated under the laws of the State of Nevada, with principal executive offices located at 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119 (the “Company”), and [*] as the investor signatory hereto (the “Buyer”).
EXHIBIT 10.8 SOUTHERN CALIFORNIA EDISON COMPANY'S 1998 REFRIGERATOR RECYCLING AND HAZARDOUS MATERIALS DISPOSAL AGREEMENT 1. PARTIES The parties to the Agreement are Appliance Recycling Centers of America, Inc., the entity responsible for the...Refrigerator Recycling and Hazardous Materials Disposal Agreement • April 2nd, 1998 • Appliance Recycling Centers of America Inc /Mn • Wholesale-misc durable goods • California
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 12th, 2018 • Appliance Recycling Centers of America Inc /Mn • Retail-home furniture, furnishings & equipment stores • Nevada
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 30, 2017, is entered into by and among APPLIANCESMART HOLDINGS LLC, a Nevada limited liability company (the “Buyer”), APPLIANCESMART, INC., a Minnesota corporation (the “Company”), and APPLIANCE RECYCLING CENTERS OF AMERICA, INC., a Minnesota corporation (the “Seller”), the sole stockholder of the Company.
JOINT VENTURE AGREEMENTJoint Venture Agreement • March 14th, 2014 • Appliance Recycling Centers of America Inc /Mn • Retail-home furniture, furnishings & equipment stores
This Joint Venture Agreement is made and entered into this 20th day of October, 2009 by and between 4301 Operations, LLC, a Delaware limited liability company (“4301”), and Appliance Recycling Centers of America, Inc., a Minnesota corporation (“ARCA”). ARCA and 4301 are sometimes each referred to as a “Party” or jointly as the “Parties.”
FIFTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENTRevolving Credit, Term Loan and Security Agreement • June 12th, 2018 • Appliance Recycling Centers of America Inc /Mn • Retail-home furniture, furnishings & equipment stores • Illinois
This Fifth Amendment to Revolving Credit, Term Loan and Security Agreement (this "Amendment") is made as of this 22'd day of January, 2016 among APPLIANCE RECYCLING CENTERS OF AMERICA, INC., a Minnesota corporation ("ARCA"), ARCA RECYCLING, INC., a California corporation ("ARCA Recycling"), ARCA CANADA INC., an Ontario, Canada, corporation ("ARCA Canada"), APPLIANCESMART, INC., a Minnesota corporation ("ApplianceSmart," together with ARCA, ARCA Recycling and ARCA Canada, collectively, the "Borrowers" and each individually, a "Borrower"), certain financial institutions party to the Credit Agreement from time to time as lenders (collectively, the "Lenders"), and PNC BANK, NATIONAL ASSOCIATION, as agent and lender ("PNC," in such capacity, "Agent").
THIRD AMENDMENTSecured Revolving Line of Credit Promissory Note • April 17th, 2023 • JanOne Inc. • Retail-home furniture, furnishings & equipment stores
This THIRD AMENDMENT TO SECURED REVOLVING LINE OF CREDIT PROMISSORY NOTE (collectively, this "Amendment') is entered into as of March 17, 2022, between ARCA Recycling, Inc., a California corporation ("Borrower"), and ISAAC CAPITAL GROUP, LLC, a Delaware limited liability company ("Lender").
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 26th, 2017 • Appliance Recycling Centers of America Inc /Mn • Retail-home furniture, furnishings & equipment stores • Nevada
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 18, 2017, is entered into by and among Appliance Recycling Centers of America, Inc., a Minnesota corporation (the “Parent”), Appliance Recycling Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of the Parent (the “Merger Sub”), GeoTraq Inc., a Nevada corporation (the “Company”), the undersigned stockholders of the Company (each, a “Stockholder,” and, collectively, the “Stockholders”), and the Stockholders’ Representative (as defined below).
COMMON STOCK PURCHASE WARRANT ALT5 SIGMA CORPORATIONCommon Stock Purchase Warrant • August 23rd, 2024 • ALT5 Sigma Corp • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (this “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, subject to the provisions of Section 1(g), below, on or prior to 5:00 p.m. (New York City time) on the date that is fifteen (15) Trading Days after the date of potential vesting of each of the three tranches under this Warrant as set forth in Section 2(f)(the “Termination Date”), but not thereafter, to subscribe for and purchase from ALT5 Sigma Corporation, a Nevada corporation (the “Company”), up to 400,000 shares (as subject to adjustment and vesting hereunder, the “Warrant Stock”) 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).
SIXTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENTRevolving Credit, Term Loan and Security Agreement • March 31st, 2017 • Appliance Recycling Centers of America Inc /Mn • Retail-home furniture, furnishings & equipment stores • Illinois
This Sixth Amendment to Revolving Credit, Term Loan and Security Agreement (this “Amendment”) is made as of this 31st day of January, 2017 among APPLIANCE RECYCLING CENTERS OF AMERICA, INC., a Minnesota corporation (“ARCA”), ARCA RECYCLING, INC., a California corporation (“ARCA Recycling”), ARCA CANADA INC., an Ontario, Canada, corporation (“ARCA Canada”), APPLIANCESMART, INC., a Minnesota corporation (“ApplianceSmart,” together with ARCA, ARCA Recycling and ARCA Canada, collectively, the “Borrowers” and each individually, a “Borrower”), certain financial institutions party to the Credit Agreement from time to time as lenders (collectively, the “Lenders”), and PNC BANK, NATIONAL ASSOCIATION, as agent and lender (“PNC,” in such capacity, “Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 30th, 2024 • ALT5 Sigma Corp • Pharmaceutical preparations • Nevada
This Employment Agreement (the “Agreement”) is made and entered into as of August 26, 2024 (the “Effective Date”), by and between Peter Tassiopoulos (the “Executive”) and ALT5 Sigma Corporation (f/k/a JanOne Inc.), a Nevada corporation (the “Company”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 21st, 2017 • Appliance Recycling Centers of America Inc /Mn • Retail-home furniture, furnishings & equipment stores • Delaware
