COMMON STOCK PURCHASE WARRANT SCIENTIFIC INDUSTRIES, INC.Common Stock Purchase Warrant • October 4th, 2023 • Scientific Industries Inc • Laboratory analytical instruments • New York
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 _____1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Scientific Industries, Inc., a 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s rig
1. DEFINITIONS. 3 1.1. DEFINITIONS 3 1.2. OTHER DEFINED TERMS 9 2. PURCHASE OF THE ACQUIRED ASSETS. 10 2.1. PURCHASE AND SALE 10 2.2. ASSUMPTION OF LIABILITIES 11 2.3. EXCLUDED ASSETS 11 2.4. EXCLUDED LIABILITIES 11 3. PURCHASE PRICE AND CLOSING. 11...Asset Purchase Agreement • November 17th, 2011 • Scientific Industries Inc • Laboratory analytical instruments • New York
ANDLease Agreement • September 28th, 2007 • Scientific Industries Inc • Laboratory analytical instruments
PRE-FUNDED COMMON STOCK PURCHASE WARRANT SCIENTIFIC INDUSTRIES, INC.Pre-Funded Common Stock Purchase Warrant • October 4th, 2023 • Scientific Industries Inc • Laboratory analytical instruments • New York
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”) AND until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Scientific Industries, Inc., a 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).
EXTENSION AGREEMENT Scientific Industries, Inc., a Delaware corporation (the "Company"), and Joseph G. Cremonese and Laboratory Innovations Company, Ltd, (collectively, the "Consultant") do hereby agree that the engagement of the Consultant by the...Extension Agreement • December 4th, 2012 • Scientific Industries Inc • Laboratory analytical instruments
Scientific Industries, Inc., a Delaware corporation (the "Company"), and Joseph G. Cremonese and Laboratory Innovations Company, Ltd, (collectively, the "Consultant") do hereby agree that the engagement of the Consultant by the Company pursuant to the Fifth Amended and Restated Consultant Agreement, dated January 20, 2012, (the "Restatement") shall be extended through December 31, 2013 on the same terms as the Restatement.
ARTICLE II Lease ModificationsLease Agreement • September 2nd, 2004 • Scientific Industries Inc • Laboratory analytical instruments
ASSET PURCHASE AGREEMENT DATED AS OF FEBRUARY 26, 2014 BETWEEN SCIENTIFIC INDUSTRIES, INC. AND FULCRUM, INC. AND JAMES MALOY AND KARL NOWOSIELSKIAsset Purchase Agreement • February 28th, 2014 • Scientific Industries Inc • Laboratory analytical instruments • New York
EMPLOYMENT AGREEMENTEmployment Agreement • June 25th, 2020 • Scientific Industries Inc • Laboratory analytical instruments
This EMPLOYMENT AGREEMENT, dated as of July 1, 2020, is by and between SCIENTIFIC BIOPROCESSING, INC., a Delaware corporation with its principal executive offices at 520 William Pitt Way, Building B-1, Suite 433, Pittsburgh PA 15238 (the “Company”) and JOHN A. MOORE, an individual residing at 813 Augusta Road, Wilmington, DE 19807 (“Employee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 15th, 2023 • Scientific Industries Inc • Laboratory analytical instruments • New York
This Securities Purchase Agreement (the “Agreement”) is entered into as of ________, 2023 by and among Scientific Industries, Inc., a Delaware corporation (the “Company”), and each of the purchasers, severally and not jointly, listed on Annex A hereto (collectively, the “Purchasers” and each, a “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 19th, 2020 • Scientific Industries Inc • Laboratory analytical instruments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 18, 2020 (the “Closing Date”), between Scientific Industries, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 15th, 2023 • Scientific Industries Inc • Laboratory analytical instruments • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of _________, 2023, by and among Scientific Industries, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (collectively, the “Investors” and each, an “Investor”).
NOTE PURCHASE AGREEMENT This Note Purchase Agreement, dated as of May 19, 2015 (this "Agreement"), is entered into by and between Scientific Industries, Inc., a Delaware corporation (the "Company"), and Grace March (the "Lender").Note Purchase Agreement • June 30th, 2015 • Scientific Industries Inc • Laboratory analytical instruments • New York
SECOND EXTENSIONEmployment Agreement • May 31st, 2016 • Scientific Industries Inc • Laboratory analytical instruments
WITNESSETH:Employment Agreement • September 1st, 2004 • Scientific Industries Inc • Laboratory analytical instruments • New York
February 16, 2018 Ms. Grace S. MorinConsulting Agreement • March 9th, 2018 • Scientific Industries Inc • Laboratory analytical instruments
AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • December 11th, 2019 • Scientific Industries Inc • Laboratory analytical instruments
The Consulting Agreement dated as of March 1, 2019 (the “Agreement”) between Scientific Industries, Inc., a Delaware corporation (the “Company”), and John A. Moore (“Moore”) is hereby amended solely as to the following:
January 23, 2019 Ms. Grace S. MorinConsulting Agreement • January 25th, 2019 • Scientific Industries Inc • Laboratory analytical instruments
RECITALSEscrow Agreement • November 17th, 2011 • Scientific Industries Inc • Laboratory analytical instruments • New York
January 12, 2015 Ms. Grace S. Morin 105 Cambridge Court, Harwick, PA 15049 Dear Ms. Morin: Please confirm your agreement by signing where indicated and returning a copy of this letter that the ?Term? of your engagement pursuant to the Consulting...Consulting Agreement • January 26th, 2016 • Scientific Industries Inc • Laboratory analytical instruments
Please confirm your agreement by signing where indicated and returning a copy of this letter that the ?Term? of your engagement pursuant to the Consulting Agreement dated April 1, 2009 with Scientific Industries Inc., (the "Company") is hereby extended to December 31, 2015, subject to earlier termination by written notice by either the Company or Ms. Morin delivered to the other party at least 60 days prior to the termination date set forth in the written notice.
FOURTH AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • January 18th, 2011 • Scientific Industries Inc • Laboratory analytical instruments
AMENDED EMPLOYMENT AGREEMENT Scientific Industries, Inc., a Delaware corporation, 70 Orville Drive, Bohemia, New York 11716 (the "Company"), and Helena R. Santos an individual residing at 16 Gerta Court, Selden, New York (the "Employee") hereby agree...Employment Agreement • May 20th, 2013 • Scientific Industries Inc • Laboratory analytical instruments
CREDIT AGREEMENT between SCIENTIFIC INDUSTRIES, INC. (the "Borrower") and FIRST NATIONAL BANK OF PENNSYLVANIA (the "Lender") Dated: June 26, 2015Credit Agreement • June 30th, 2015 • Scientific Industries Inc • Laboratory analytical instruments
AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • March 8th, 2021 • Scientific Industries Inc • Laboratory analytical instruments
Please confirm your agreement by signing where indicated below that the term of your engagement and the engagement of Societät Reinhard and Noah Vogt AG o GmbH (collectively, the “Consultant”) pursuant to that certain Consulting Agreement, dated as of July 20, 2020 (the “Agreement”), with Scientific Industries, Inc. (the “Company”), for services provided to Scientific Bioprocessing, Inc, a wholly-owned subsidiary of the Company, is hereby amended effective March 1, 2021, with revised section 3 as amended and restated in its entirety below:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 1st, 2020 • Scientific Industries Inc • Laboratory analytical instruments • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of November 30, 2020, is by and between Beijing JWGB Sci. & Tech. Co., Ltd, a corporation formed under the laws of the People’s Republic of China (“Purchaser”), and Altamira Instruments, Inc., a Delaware corporation (“Seller”).
SECURITY AGREEMENT OWNER OF COLLATERAL: Scientific Industries, Inc. 70 Orville Drive, Bohemia, NY 11716-2547 DESCRIPTION OF COLLATERAL: The undersigned borrower ("Borrower") hereby grants to Capital One, N. A. (the "Bank") a security interest (see...Security Agreement • October 30th, 2008 • Scientific Industries Inc • Laboratory analytical instruments
OBLIGATIONS: The obligations that this agreement is to secure are: 1. The amount of $500,000.00, which amount represents a loan made on even date herewith by the Bank to Borrower, as evidenced by a certain note dated as of even date herewith executed by Borrower promising, among other things, to pay the Bank, together with interest due and extensions and renewals thereof, plus all costs of collection in the event of default, including attorney's fees. 2. Any and all other liabilities of Borrower to the Bank under this agreement. 3. Any and all other liabilities of Borrower to the Bank, direct or indirect, absolute or contingent, present or future, due or to become due. Borrower agrees to promptly pay all obligations when due. STATEMENT OF OWNER: Borrower states and promises that: 1. The Collateral is bought or used primarily for: [ ]Personal, family of household purposes; [ ]Farming operations; [ X ]Business, and, if checked here, [ ]is being acquired with the proceeds of a loan signed
EMPLOYMENT AGREEMENT Employment Agreement dated as of December 29, 2006, between SCIENTIFIC INDUSTRIES, INC., a Delaware corporation 70 Orville Drive, Bohemia, New York 11716 (the "Company") and HELENA R. SANTOS, an individual residing at 16 Gerta...Employment Agreement • December 29th, 2006 • Scientific Industries Inc • Laboratory analytical instruments • New York
February 7, 2017 Ms. Grace S. Morin 41 Lakewood Road Casco, ME 04015 Dear Grace: Please confirm your agreement by signing where indicated below and returning a copy of this letter that the "Term" of your engagement pursuant to the Consulting Agreement...Consulting Agreement • February 10th, 2017 • Scientific Industries Inc • Laboratory analytical instruments
Please confirm your agreement by signing where indicated below and returning a copy of this letter that the "Term" of your engagement pursuant to the Consulting Agreement dated April 1, 2009, as amended and/or extended to date (the "Agreement"), with Scientific Industries, Inc. (the "Company") is hereby further extended to December 31, 2017, subject to earlier termination by written notice by either you or the Company delivered to the other party at least 60 days prior to the termination date set forth in the written notice.
Exhibit 10(c) EMPLOYMENT AGREEMENT Employment Agreement dated as of January 1, 2003 between SCIENTIFIC INDUSTRIES, INC., a Delaware corporation 70 Orville Drive, Bohemia, New York 11716 (the "Company") and ROBERT P. NICHOLS, an individual residing at...Employment Agreement • September 29th, 2003 • Scientific Industries Inc • Laboratory analytical instruments • New York
Loan Agreement Date of Agreement: June 25, 2014 Principal Amount: $700,000.00 Account Number: 18-0000315101 Introduction. This Agreement dated and effective as of June 25, 2014, is entered into between Scientific Industries, Inc. (the "Borrower") and...Loan Agreement • July 2nd, 2014 • Scientific Industries Inc • Laboratory analytical instruments • New York
RECITALSLease Agreement • November 8th, 2007 • Scientific Industries Inc • Laboratory analytical instruments
EMPLOYMENT AGREEMENT Employment Agreement dated July 31, 2009, between SCIENTIFIC INDUSTRIES, INC., a Delaware corporation 70 Orville Drive, Bohemia, New York 11716 (the "Company") and HELENA R. SANTOS, an individual residing at 16 Gerta Court,...Employment Agreement • August 7th, 2009 • Scientific Industries Inc • Laboratory analytical instruments • New York
January 23, 2019 Mr. Joseph Cremonese PO Box 1907 Greensburg, PA 15601 Dear Joe:Fifth Amended and Restated Consulting Agreement • January 25th, 2019 • Scientific Industries Inc • Laboratory analytical instruments
Please confirm your agreement by signing where indicated below and returning a copy of this letter that the term of your engagement and the engagement of Laboratory Innovation Company, Ltd (collectively, the “Consultants”) pursuant to the Fifth Amended and Restated Consulting Agreement dated January 20, 2012, as amended and/or extended to date (the “Agreement”), with Scientific Industries, Inc. (the “Company”) is hereby further extended to December 31, 2019, subject to earlier termination by written notice by either the Company or the Consultants delivered to the other party at least 60 days prior to the termination date set forth in the written notice.
February 16, 2018 Mr. Joseph Cremonese PO Box 1907 Greensburg, PA 15601 Dear Joe:Consulting Agreement • March 9th, 2018 • Scientific Industries Inc • Laboratory analytical instruments
Please confirm your agreement by signing where indicated below and returning a copy of this letter that the term of your engagement and the engagement of Laboratory Innovation Company, Ltd (collectively, the “Consultants”) pursuant to the Fifth Amended and Restated Consulting Agreement dated January 20, 2012, as amended and/or extended to date (the “Agreement”), with Scientific Industries, Inc. (the “Company”) is hereby further extended to December 31, 2018, subject to earlier termination by written notice by either the Company or the Consultants delivered to the other party at least 60 days prior to the termination date set forth in the written notice.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • June 27th, 2022 • Scientific Industries Inc • Laboratory analytical instruments
This Amendment No. 1 to the Employment Agreement between Scientific Industries, Inc. (the “Company”) and Robert Nichols (“Employee”) is made this 23rd day of June, 2022 (“Amendment”). The Company and Employee are hereinafter collectively referred to as the “Parties.”
SECURITY AGREEMENTSecurity Agreement • October 30th, 2008 • Scientific Industries Inc • Laboratory analytical instruments
OBLIGATIONS: The obligations that this agreement is to secure are: 1. The amount of $500,000.00, which amount represents a loan made on even date herewith by the Bank to Borrower, as evidenced by a certain note dated as of even date herewith executed by Borrower promising, among other things, to pay the Bank, together with interest due and extensions and renewals thereof, plus all costs of collection in the event of default, including attorney's fees. 2. Any and all other liabilities of Borrower to the Bank under this agreement. 3. Any and all other liabilities of Borrower to the Bank, direct or indirect, absolute or contingent, present or future, due or to become due. Borrower agrees to promptly pay all obligations when due. STATEMENT OF OWNER: Owner states and promises that: 1. The Collateral is bought or used primarily for: [ ]Personal, family of household purposes; [ ]Farming operations; [ X ]Business, and, if checked here, [ ]is being acquired with the proceeds of a loan signed at
