0001615774-16-006148 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • June 30th, 2016 • Atomera Inc • Semiconductors & related devices • California

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into on January 1, 2016 (“Effective Date”) by and between Mears Technologies, Inc., a Delaware corporation (“Company”), and Ronald A. Cope (“Executive”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 30th, 2016 • Atomera Inc • Semiconductors & related devices • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 17, 2015 (the “Effective Date”), is by and among Mears Technologies, Inc., a Delaware corporation (the “Company”), and the investors that have executed this Agreement and are listed on the Schedule of Buyers, attached hereto as Exhibit A (individually, a “Buyer” and collectively, the “Buyers”).

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 30th, 2016 • Atomera Inc • Semiconductors & related devices • New York

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 1, 2016 by and among Atomera Incorporated, a Delaware corporation (the “Company”), and the persons listed on Schedule A hereto, referred to individually as the “Holder” and collectively as the “Holders”.

REGISTRATION RIGHTS AGREEMENT FOR INVESTORS
Registration Rights Agreement for Investors • June 30th, 2016 • Atomera Inc • Semiconductors & related devices • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of March 17, 2015 by and among Mears Technologies, Inc., a Delaware corporation (“Company”), and the persons listed on Schedule A hereto, referred to individually as the “Holder” and collectively as the “Holders”.

EMPLOYMENT AGREEMENT
Employment Agreement • June 30th, 2016 • Atomera Inc • Semiconductors & related devices • California

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into on October 16, 2015 (“Effective Date”) by and between Mears Technologies, Inc., a Delaware corporation (“Company”), and Scott A. Bibaud (“Executive”).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • June 30th, 2016 • Atomera Inc • Semiconductors & related devices

This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into as of February 26, 2016 by and between Atomera Incorporated, a Delaware corporation formerly known as Mears Technologies, Inc. (“Company”), and Scott A. Bibaud (“Executive”).

EXCLUSIVE LICENSE AND COLLABORATION AGREEMENT
Exclusive License and Collaboration Agreement • June 30th, 2016 • Atomera Inc • Semiconductors & related devices • Massachusetts

This Exclusive License and Collaboration Agreement (“Agreement”) is made and entered into this 3rd day of March, 2010 (the “Effective Date”), by and between Mears Technologies, Inc., a Delaware corporation with its principal offices at 1100 Winter Street, Suite 4700, Waltham, MA 02451 (“Licensor”) and K2 Energy Limited, a corporation with its principal offices at Level 2, 27 Macquarie Place, Sydney NSW 2000, Australia (“Licensee”).

MEARS TECHNOLOGIES, INC. AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • June 30th, 2016 • Atomera Inc • Semiconductors & related devices • Delaware

This Agreement dated as of November 14, 2011 is entered into by and among MEARS Technologies, Inc., a Delaware corporation (the “Company”), and the parties that have executed a counterpart signature page hereto (the “Stockholders”).

Re: Engagement Agreement for Strategic Consulting Services
Letter Agreement • June 30th, 2016 • Atomera Inc • Semiconductors & related devices • California

This letter agreement (the “Agreement”) confirms the terms and conditions pursuant to which Liquid Patent Consulting, LLC (“Consultant”) will provide certain strategic, and intellectual property advisory services to Mears Technologies the “Company”) (the “Engagement”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 30th, 2016 • Atomera Inc • Semiconductors & related devices • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 1, 2016 (the “Effective Date”), is by and among Atomera Incorporated, a Delaware corporation (the “Company”), and the investors that have executed this Agreement and are listed on the Schedule of Buyers, attached hereto as Exhibit A (individually, a “Buyer” and collectively, the “Buyers”).

ACN 106 609 143 Mr John Gerber Chairman Mears Technologies Inc.
Atomera Inc • June 30th, 2016 • Semiconductors & related devices
Re: Engagement Agreement
Letter Agreement • June 30th, 2016 • Atomera Inc • Semiconductors & related devices • New York

This letter agreement (the “Agreement”) confirms the terms and conditions that will govern Mears Technologies (together with its affiliates, subsidiaries, predecessors, and successors, the “Company”) engagement (the “Engagement”) of National Securities Corporation (“NSC”), a Washington corporation affiliated with Liquid Venture Partners, LLC (“Liquid”); a Delaware limited liability company whose broker dealer activities are offered through NSC. As set forth below, the Company hereby engages NSC as the Company's exclusive underwriter, and potentially placement agent, in connection with an offering or series of offerings of Company securities. Hereafter, unless designated separately, NCS shall refer to both NSC and Liquid collectively.

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • June 30th, 2016 • Atomera Inc • Semiconductors & related devices • Massachusetts

This Pledge and Security Agreement (the “Pledge”) is made as of January 14, 2005, between Robert J. Mears, of Wellesley, Massachusetts (the “Borrower”) and RJ Mears, LLC, a Delaware limited liability company (the “Lender”).

LICENSE AGREEMENT
License Agreement • June 30th, 2016 • Atomera Inc • Semiconductors & related devices

THIS AGREEMENT (the “Agreement”) is entered into this 22nd day of December, 2006 (the “Effective Date”), by and among RJ Mears LLC, a Delaware limited liability company with a principal place of business at 1100 Winter Street, Suite 4700, Waltham, Massachusetts, 02451 (“Mears”), ASM America, Inc. (“ASM America”), a Delaware corporation with a principal place of business at 3440 East University Drive, Phoenix, Arizona, 85034, and ASM International, N.V. (“ASM International”), a Netherlands corporation with a principal place of business at Jan van Eycklaan 10, 3723 BC Bilthoven, Netherlands. ASM America, ASM International and their Affiliates (as defined below) are collectively referred to as “ASM.” Mears and its Affiliates (as defined below) are collectively referred to as “Mears.” Mears and ASM are collectively referred to as the “Parties.”

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