Superconductor Technologies Inc Sample Contracts

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 10th, 2019 • Superconductor Technologies Inc • Radio & tv broadcasting & communications equipment • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 8, 2019 between Superconductor Technologies 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”).

COMMON STOCK (PAR VALUE $.001 PER SHARE)
Underwriting Agreement • November 19th, 1996 • Superconductor Technologies Inc • Services-commercial physical & biological research • California
1999 STOCK PLAN
Stock Option Agreement • November 4th, 1999 • Superconductor Technologies Inc • Services-commercial physical & biological research • California
B-12
Registration Rights Agreement • June 25th, 2003 • Superconductor Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
PURCHASE AGREEMENT*
Purchase Agreement • November 15th, 1999 • Superconductor Technologies Inc • Services-commercial physical & biological research • Illinois
COMMON STOCK
Underwriting Agreement • May 21st, 2004 • Superconductor Technologies Inc • Radio & tv broadcasting & communications equipment • New York
WARRANT
Warrant Agreement • March 30th, 2000 • Superconductor Technologies Inc • Services-commercial physical & biological research
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 6th, 2020 • Superconductor Technologies Inc • Radio & tv broadcasting & communications equipment
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 19th, 2023 • Clearday, Inc. • Services-nursing & personal care facilities • Delaware

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 12, 2023, by and between CLEARDAY, INC., a Delaware corporation, with headquarters located at 8800 Village Drive, Suite 106, San Antonio, TX 78217 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).

SUPERCONDUCTOR TECHNOLOGIES INC.
Security Agreement • August 2nd, 2016 • Superconductor Technologies Inc • Radio & tv broadcasting & communications equipment

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 February 2, 2017 (the “Initial Exercise Date”) and on or prior to the close of business on August 2, 2021 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Superconductor Technologies 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).

AMENDMENT NO. 1 TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 10th, 2004 • Superconductor Technologies Inc • Radio & tv broadcasting & communications equipment
AGREEMENT AND PLAN OF MERGER
Merger Agreement • October 15th, 2002 • Superconductor Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 24th, 2022 • Clearday, Inc. • Radio & tv broadcasting & communications equipment • Nevada

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 20, 2022, by and between Clearday, Inc., a Delaware corporation, with headquarters located at 8800 Village Drive, Suite 106, San Antonio, TX 78217 (the “Company”) and GS CAPITAL PARTNERS, LLC, with its address at 1 East Liberty Street Suite 600, Reno, Nevada 89501, (the “Buyer”).

SERIES A COMMON STOCK PURCHASE WARRANT SUPERCONDUCTOR TECHNOLOGIES INC.
Warrant Agreement • March 9th, 2018 • Superconductor Technologies Inc • Radio & tv broadcasting & communications equipment

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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 11, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Superconductor Technologies Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “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 • February 24th, 2023 • Clearday, Inc. • Services-nursing & personal care facilities • New Jersey

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 17, 2023, by and between CLEARDAY, INC., a Delaware corporation, with its address at 8800 Village Drive, Suite 106, San Antonio, Texas 78217 (the “Company”), and JEFFERSON STREET CAPITAL LLC, a New Jersey limited liability company, with its address at 720 Monroe Street, Suite C401B, Hoboken, New Jersey 07030 (the “Buyer”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 19th, 2023 • Clearday, Inc. • Services-nursing & personal care facilities

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 12, 2023, by and between CLEARDAY, INC., a Delaware corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 8th, 2016 • Superconductor Technologies Inc • Radio & tv broadcasting & communications equipment • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December , 2016, between Superconductor Technologies Inc., a Delaware 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”).

SUPERCONDUCTOR TECHNOLOGIES INC.
Common Stock Purchase Warrant • December 6th, 2016 • Superconductor Technologies Inc • Radio & tv broadcasting & communications equipment

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 , 2016 (the “Initial Exercise Date”) and on or prior to the close of business on (the “Termination Date”) but not thereafter, to subscribe for and purchase from Superconductor Technologies 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).

INDENTURE between
Indenture • March 16th, 2004 • Superconductor Technologies Inc • Radio & tv broadcasting & communications equipment • New York
SUPERCONDUCTOR TECHNOLOGIES INC.
Securities Agreement • October 6th, 2015 • Superconductor Technologies Inc • Radio & tv broadcasting & communications equipment

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 , 2015 (the “Initial Exercise Date”) and on or prior to the close of business on , 2020 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Superconductor Technologies 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 is issued by the Company as of the date hereof pursuant to Section A.2 of the Engagement Agreement, dated as of August 20, 2015, between the Company and H.C. Wainwright & Co., LLC (each such warrant originally issued pursuant thereto being referred to as a “Placement A

COMMON STOCK PURCHASE WARRANT CLEARDAY, INC.
Security Agreement • February 15th, 2024 • Clearday, Inc. • Services-nursing & personal care facilities • Delaware

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Mast Hill Fund, L.P., a Delaware limited partnership (including any permitted and registered 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 of issuance hereof, to purchase from CLEARDAY, INC., a Delaware corporation (the “Company”), 135,502 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain amendment to the Note (as defined below) entered into by the Company and Holder on or around the Issuance Date. “Note” shall mean the promissory note in the original principal amount of $756,000.00 issued by the Company to Holder on or around January 12,

1,000,000 in Shares of Common Stock SUPERCONDUCTOR TECHNOLOGIES INC. UNDERWRITING AGREEMENT
Underwriting Agreement • November 27th, 2012 • Superconductor Technologies Inc • Radio & tv broadcasting & communications equipment • New York
TERM NOTE
Term Note • March 30th, 2000 • Superconductor Technologies Inc • Services-commercial physical & biological research
SHARES OF COMMON STOCK; PRE-FUNDED WARRANTS AND WARRANTS OF SUPERCONDUCTOR TECHNOLOGIES INC. UNDERWRITING AGREEMENT
Underwriting Agreement • August 5th, 2013 • Superconductor Technologies Inc • Radio & tv broadcasting & communications equipment • New York

The undersigned, SUPERCONDUCTOR TECHNOLOGIES INC., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of the SUPERCONDUCTOR TECHNOLOGIES INC., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for whom Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

PLACEMENT AGENCY AGREEMENT April 24, 2013
Placement Agency Agreement • April 30th, 2013 • Superconductor Technologies Inc • Radio & tv broadcasting & communications equipment • New York
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