SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 19th, 2013 • Dataram Corp • Computer storage devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 18, 2013, 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”).
COMMON STOCK PURCHASE WARRANTDataram Corp • September 19th, 2013 • 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).
SUPPLEMENTAL AGREEMENT TO ENGAGEMENT AGREEMENTSupplemental Agreement • September 19th, 2013 • Dataram Corp • Computer storage devices
This Supplement Agreement (the “Supplemental Agreement”), dated as of September 18, 2013 (the “Commencement Date”), by and among Dataram Corporation (the “Company”) and TriPoint Global Equities, LLC (“TGE”) supplements that certain Engagement Letter dated as of August 29, 2013 of TGE by the Company (the “Original Agreement”). All capitalized terms not herein defined shall have the meaning ascribed to them in the Original Agreement.
August 29, 2013Letter Agreement • September 19th, 2013 • Dataram Corp • Computer storage devices • New York
This letter agreement (“Agreement”) confirms the engagement of TriPoint Global Equities, LLC (“TGE”) by Dataram Corporation (the “Company”) as placement agent to arrange, on a best efforts basis (subject to the terms herein), a transaction, including but not limited to an equity financing or equity linked financing, including but not limited to a convertible debt financing, on behalf of the Company on terms agreed to by both TGE and the Company (such transaction, a “Transaction” or the “Transactions”). A Transaction may occur through a private placement (a “PIPE”) pursuant to one or more exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”) and/or through the sale of securities of the Company registered pursuant to a shelf registration statement on Form S-3 or similar form (a “Registered Direct Offering”); provided, however, that in the event that the Company and TGE mutually determine that the Transaction shall take the form of a Registered D
