SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2024 • Edible Garden AG Inc • Agricultural production-crops • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 27 2024, between Edible Garden AG Incorporated, 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”).
JERASH HOLDINGS (US), INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 21st, 2018 • Jerash Holdings (US), Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
Jerash Holdings (US), Inc., a corporation organized and existing under the laws of State of Delaware (the “Company”), proposes to issue and sell to the purchasers, pursuant to the terms and conditions of this Underwriting Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreement”) entered into with the purchasers identified therein (each a “Purchaser” and collectively, the “Purchasers”), a minimum amount (the “Minimum Amount”) of 715,000 shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company up to a maximum amount (the “Maximum Amount”) of 1,430,000 shares of Common Stock (the “Securities”) pursuant to a Registration Statement on Form S-1 declared effective by the United States Securities and Exchange Commission (the “Commission”). The Company hereby confirms its agreement with Network 1 Financial Securities, Inc. (“Network 1” or the “Underwriter”) concerning the purchase and sale
6,000,000 Units Mars Acquisition, Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • February 17th, 2023 • Mars Acquisition Corp. • Blank checks • New York
The undersigned, Mars Acquisition, Corp., a company incorporated as a Cayman Islands company ("Company"), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as "you", "Maxim", or as the "Representative") and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the "Underwriters" or, individually, an "Underwriter"), as follows:
FINANCIAL INSTITUTIONS, INC. (a New York corporation) 2,446,500 Shares of Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2011 • Financial Institutions Inc • National commercial banks • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 8th, 2021 • CIPHERLOC Corp • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [_____], 2021, by and between Cipherloc Corporation, a Texas corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • January 31st, 2003 • Krispy Kreme Doughnuts Inc • Retail-food stores • Delaware
INDEMNITY AGREEMENTIndemnification Agreement • July 7th, 2021 • G3 VRM Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 30, 2021, by and between G3 VRM Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned directors and officers of the Company (each, an “Indemnitee”).
Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT THIS AGREEMENT is made as of June 22, 2000, among MONTANA MILLS BREAD CO., INC., a Delaware corporation (the "COMPANY") and CEPHAS CAPITAL PARTNERS, L.P., a New York limited partnership (the "INVESTOR"). The...Registration Rights Agreement • June 7th, 2002 • Montana Mills Bread Co Inc • Bakery products • New York
FORM OF COMMON STOCK PURCHASE WARRANT Athenex, Inc.Common Stock Purchase Warrant • November 3rd, 2022 • Athenex, Inc. • Pharmaceutical preparations
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 “Issue Date”) and on or prior to 5:00 p.m. (New York City time) on August 15, 2027, (the “Termination Date”) but not thereafter, to subscribe for and purchase from Athenex, Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, $0.001 par value per share, of the Company (“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 W
BY AND AMONGAsset Purchase Agreement • November 6th, 1997 • Lets Talk Cellular & Wireless Inc • Radiotelephone communications • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2016 • Propanc Health Group Corp • Pharmaceutical preparations • New York
This Registration Rights AGREEMENT (the “Agreement”), dated as of December 1, 2016 (the “Execution Date”), is entered into by and between Propanc Health Group Corporation, a Delaware corporation with its principal executive office at 302, 6 Butler Street Camberwell, VIC 3124 Australia (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 200 Stonehinge Lane, Suite 3, Carle Place, NY 11514. (the “Investor”).
EDIBLE GARDEN AG INCORPORATED and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant AgentWarrant Agency Agreement • April 6th, 2022 • Edible Garden AG Inc • Agricultural production-crops • New York
WARRANT AGENCY AGREEMENT, dated as of [ ] __, 2022 (“Agreement”), between EDIBLE GARDEN AG INCORPORATED, a corporation organized under the laws of the State of Delaware (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a corporation organized under the laws of [ ] (the “Warrant Agent”).
BY AND AMONGMerger Agreement • January 30th, 2003 • Montana Mills Bread Co Inc • Bakery products • Delaware
1,371,428 UNITS EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK AMPLITECH GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 19th, 2021 • AmpliTech Group, Inc. • Communications equipment, nec • New York
The undersigned, AMPLITECH GROUP, INC., a company incorporated under the laws of Nevada (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of AMPLITECH GROUP, 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 which MAXIM GROUP LLC (“Maxim”) is acting as representative to the several Underwriters (in such capacity, 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 AGREEMENTPlacement Agency Agreement • October 7th, 2022 • Novo Integrated Sciences, Inc. • Engines & turbines • New York
This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Novo Integrated Sciences, Inc., a Nevada corporation (together with its subsidiaries, the “Company”), that Maxim shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, for the proposed placement of up to an aggregate of $[__] of registered securities of the Company, consisting of up to [__] units (the “Units”) directly to various investors (“Investors”). Each Unit will consist of either (i) one share of the Company’s common stock, $0.001 par value per share (the “Common Stock”), a 3-Year Warrant (as defined below), and a 5-Year Warrant (as defined below); or (ii) one pre-funded Common Stock purchase warrant to purchase one share of Common Stock (the “Pre-Funded Warrants,” and the shares issuable upon exercise thereof, the “Pre-Funded Warrant Shares”) at an exercise price of $0.01 per share of Common Stock, a 3-Year Warrant,
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 10th, 2017 • COPsync, Inc. • Computer communications equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 6, 2017, between COPsync, 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”).
I. SALE OF ASSETS --------------Asset Purchase Agreement • February 5th, 2002 • Transmation Inc • Instruments for meas & testing of electricity & elec signals • Ohio
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 26th, 2024 • Edible Garden AG Inc • Agricultural production-crops • Delaware
This Indemnification Agreement ("Agreement"), dated as of _________, 20___, is by and between Edible Garden AG Incorporated, a Delaware corporation (the "Company") and the individual whose name appears below the word “Indemnitee” on the signature page hereto (the "Indemnitee").
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 26th, 2022 • Mars Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022 by and between Mars Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 18th, 2021 • VerifyMe, Inc. • Miscellaneous chemical products • Nevada
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [___________], 20[__] between VerifyMe, Inc. a Nevada corporation (the “Company”), and [name] (“Indemnitee”).
Edible Garden AG Incorporated Up to $1,146,893 of Shares of Common Stock Equity Distribution AgreementEquity Distribution Agreement • February 7th, 2024 • Edible Garden AG Inc • Agricultural production-crops • New York
Edible Garden AG Incorporated, a Delaware corporation (the “Company”), proposes to issue and sell through Maxim Group LLC (“Maxim”), as sales agent, up to an aggregate of $1,146,893 of shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Shares”) on terms set forth herein. Maxim may be referred to herein as the “Agent”. The Shares consist entirely of authorized but unissued shares of Common Stock to be issued and sold by the Company.
SHARES OF COMMON STOCK OF AMPHITRITE DIGITAL INCORPORATED UNDERWRITING AGREEMENTUnderwriting Agreement • January 31st, 2024 • Amphitrite Digital Inc • Water transportation • New York
The undersigned, Amphitrite Digital Incorporated, a company incorporated under the laws of the United States Virgin Islands (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Amphitrite Digital Incorporated, 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 which Kingswood Investments 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.
EDIBLE GARDEN AG INCORPORATED and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent Warrant Agency Agreement Dated as of May 9, 2022 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • May 10th, 2022 • Edible Garden AG Inc • Agricultural production-crops • New York
WARRANT AGENCY AGREEMENT, dated as of May 9, 2022 (“Agreement”), between EDIBLE GARDEN AG INCORPORATED, a corporation organized under the laws of the State of Delaware (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (the “Warrant Agent”).
EQUITY FINANCING AGREEMENTEquity Financing Agreement • December 7th, 2016 • Propanc Health Group Corp • Pharmaceutical preparations • New York
This EQUITY FINANCING AGREEMENT (the “Agreement”), dated as of December 1, 2016 (the “Execution Date”), is entered into by and between Propanc Health Group Corporation, a Delaware corporation with its principal executive office at 302, 6 Butler Street Camberwell, VIC 3124 Australia (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 200 Stonehinge Lane, Suite 3, Carle Place, NY 11514. (the “Investor”).
ContractPurchase Warrant Agreement • May 4th, 2022 • Infinite Group Inc • Services-prepackaged software • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2022 (THE ”EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE ”OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 29th, 2010 • Graham Corp • General industrial machinery & equipment • Delaware
This Indemnification Agreement, dated as of ______ ___, 2010, is made by and between Graham Corporation, a Delaware corporation (the “Corporation”) and [name] (the “Indemnitee”).
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • November 6th, 2020 • Financial Institutions Inc • National commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of October 7, 2020, and is made by and among Financial Institutions, Inc., a New York corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
736,845 Shares TRANSCAT, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 2023 • Transcat Inc • Instruments for meas & testing of electricity & elec signals
Transcat, Inc., an Ohio corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 736,845 shares (the “Firm Shares”) of the Company’s common stock, $0.50 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 110,526 shares (the “Option Shares”) of Common Stock from the Company. The Firm Shares and the Option Shares are collectively called the “Shares.”
WARRANT AGENT AGREEMENTWarrant Agent Agreement • June 22nd, 2020 • VerifyMe, Inc. • Miscellaneous chemical products • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of June 22, 2020 (the “Issuance Date”) between VerifyMe, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and West Coast Stock Transfer, Inc. (the “Warrant Agent”).
UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2022 • Infinite Group Inc • Services-prepackaged software • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 1st, 2021 • Edible Garden AG Inc • Agricultural production-crops • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of October 7, 2021, between Edible Garden AG Incorporated, 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”).
RIGHTS AGREEMENTRights Agreement • July 7th, 2021 • G3 VRM Acquisition Corp. • Blank checks
This Rights Agreement (this “Agreement”) is made as of June 30, 2021 between G3 VRM Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (the “Rights Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 23rd, 2019 • VerifyMe, Inc. • Patent owners & lessors • Nevada
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 18, 2019, is entered into by and between VERIFYME, INC., a Nevada corporation, (the “Company”) and Peak One Opportunity Fund, L.P., a Delaware limited partnership (the “Buyer”).
Form of Underwriter’s Warrant AgreementUnderwriter’s Warrant Agreement • March 9th, 2018 • Jerash Holdings (US), Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [*] [DATE THAT IS SIX MONTHS FROM THE CLOSING DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [*] [DATE THAT IS FIFTH ANNIVERSARY OF EFFECTIVE DATE]
144,000 Units WHEELER REAL ESTATE INVESTMENT TRUST, INC. Units, Each of Which Consists of Five Shares of Series B Preferred Stock and Six Warrants to Purchase Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 12th, 2014 • Wheeler Real Estate Investment Trust, Inc. • Real estate investment trusts • New York
Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom Maxim Group LLC (“Maxim”) is acting as Representative (the “Representative,” “you” or similar terminology), an aggregate of 144,000 units (the “Firm Units”), each of which consists of five shares of the Company’s Series B Preferred Stock, without par value per share (the “Series B Preferred Stock”), and six warrants (the “Warrants”) with the right to purchase the Company’s common stock, $0.01 par value per share (the “Common Stock”). The respective numbers of the Firm Units to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 108,000 shares of Series B Preferred Stock (the
