0001493152-24-020047 Sample Contracts

AMENDED AND RESTATED CLASS C COMMON STOCK PURCHASE WARRANT SOLUNA HOLDINGS, INC.
Common Stock Purchase Warrant • May 15th, 2024 • Soluna Holdings, Inc • Finance services

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 December 6, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Soluna Holdings, 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 is an amendment and restatement of the Common Stock Purchase Warrant originally issued on September 13, 2022.

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AMENDED CLASS B COMMON STOCK PURCHASE WARRANT SOLUNA HOLDINGS, INC. (F/K/A MECHANICAL TECHNOLOGY, INCORPORATED)
Security Agreement • May 15th, 2024 • Soluna Holdings, Inc • Finance services

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 following the approval of the transactions contemplated by the Fourth Amendment Agreement dated as of February 24, 2024 between and among Soluna Holdings, Inc. (formerly known as Mechanical Technology, Incorporated), a Nevada corporation (the “Company”) and the Purchasers named on Schedule A thereto (the “Amended Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 10, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from, 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).

FIVE YEAR COMMON SHARE PURCHASE WARRANT SOLUNA HOLDINGS, INC.
Security Agreement • May 15th, 2024 • Soluna Holdings, Inc • Finance services • New York

THIS FIVE YEAR COMMON SHARE PURCHASE WARRANT (the “Five Year Warrant” or “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 following the approval of the transactions contemplated by the Fourth Amendment Agreement dated as of February 28, 2024 between and among Soluna Holdings, Inc. (formerly known as Mechanical Technology, Incorporated), a Nevada corporation (the “Company”) and the Purchasers named on Schedule A thereto (the “Amended Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____ (the “Termination Date”) but not thereafter, to subscribe for and purchase from, up to _____ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This represents the new five

AMENDED CLASS A COMMON STOCK PURCHASE WARRANT SOLUNA HOLDINGS, INC. (F/K/A MECHANICAL TECHNOLOGY, INCORPORATED)
Securities Agreement • May 15th, 2024 • Soluna Holdings, Inc • Finance services

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 following the approval of the transactions contemplated by the Fourth Amendment Agreement dated as of February 24, 2024 between and among Soluna Holdings, Inc. (formerly known as Mechanical Technology, Incorporated), a Nevada corporation (the “Company”) and the Purchasers named on Schedule A thereto (the “Amended Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 11, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from, 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 COMMON SHARE PURCHASE WARRANT SOLUNA HOLDINGS, INC.
Security Agreement • May 15th, 2024 • Soluna Holdings, Inc • Finance services • New York

THIS EXTENSION COMMON SHARE PURCHASE WARRANT (the “Extension Warrant” or “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 that the Company’s Common Shares have been approved for and are listed for trading on a Trading Market (the “Initial Exercise Date”) until the close of business on the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SOLUNA HOLDINGS, INC., a Nevada corporation (the “Company”), up to _______ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This represents the “Extension Warrant” referred to in the Fourth Amendment Agreement dated February 28, 202

SOLUNA HOLDINGS, INC. [Third Amended and Restated 2021 Stock Incentive Plan] [2023 Stock Incentive Plan] Restricted Stock Agreement
Restricted Stock Agreement • May 15th, 2024 • Soluna Holdings, Inc • Finance services • Nevada

Soluna Holdings, Inc. (the “Company”) hereby enters into this Restricted Stock Agreement, dated as of the date set forth below and including the Terms and Conditions attached hereto, with the Recipient named herein (the “Agreement”) and grants to the Recipient the shares of Restricted Stock specified herein pursuant to the [Soluna Holdings, Inc. Third Amended and Restated 2021 Stock Incentive Plan] [Soluna Holdings, Inc. 2023 Stock Incentive Plan], as amended and in effect from time to time (the “Plan”). This Agreement is entered into by the Company and the Recipient pursuant to the Master Restricted Stock Agreement dated as of [________], by and between the Company and the Recipient (the “Master Agreement”).

Third Amended and Restated 2021 Stock Incentive Plan Master Restricted Stock Agreement
Master Restricted Stock Agreement • May 15th, 2024 • Soluna Holdings, Inc • Finance services • Nevada

Soluna Holdings, Inc. (the “Company”) and the Recipient named below each hereby into this Master Restricted Stock Agreement on the execution date specified in the table below (including the Terms and Conditions attached hereto, the “Agreement”). The Company grants to the Recipient the shares of Restricted Stock specified herein on the dates specified herein pursuant to the Soluna Holdings, Inc. Third Amended and Restated 2021 Stock Incentive Plan, as amended and in effect from time to time (the “2021 Plan”) and/or the Soluna Holdings, Inc. 2023 Stock Incentive Plan, as amended and in effect from time to time (the “2023 Plan”, and together with the 2021 Plan, the “Plans” and each individually, a “Plan”). If elected by the Company in its sole discretion, the Company and Recipient agree to enter into short-form grant agreements referencing this Agreement on the applicable Grant Date.

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