Private Placement Agreement Sample Contracts

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Private Placement Agreement • October 17th, 2005 • CepTor CORP • Pharmaceutical preparations
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CEC ENTERTAINMENT, INC. Private Placement Agreement
Private Placement Agreement • May 14th, 2007 • Cec Entertainment Inc • Retail-eating places • Kansas

This agreement has been executed by the undersigned (any reference to “I” or “me” or “my” is a reference to the undersigned) in connection with the issuance to me by the Company in a private placement of shares (the “Shares”) of common stock, par value $0.10 per share (the “Common Stock”), of CEC Entertainment, Inc. (the “Company”). I hereby represent, warrant and agree as follows:

MAXIMP
Private Placement Agreement • October 18th, 2010 • Deyu Agriculture Corp. • Grain mill products • New York

This letter confirms our agreement that China Deyu Agriculture Technology, Ltd. (the "Company") has engaged Maxim Group LLC (together with its affiliates and subsidiaries, "Maxim" or the "Placement Agent") to act as the Company's exclusive Placement Agent in connection with the proposed private placement (the "Offering") of equity or equity linked securities (the "Securities") of the Company. The terms of the Securities and the gross proceeds of such Offering will be substantially in the form to be negotiated between the Placement Agent and the Company with one or more accredited investors (described below). The gross proceeds of the Offering will be up to $10,000,000.

Private Placement Agreement
Private Placement Agreement • July 27th, 2017 • OphthaliX, Inc. • Pharmaceutical preparations

Whereas The Company is duly incorporated and validly exists under the Israeli laws and has the legal capacity to enter into and be bound by this Agreement, subject to the approval of the required organs of the Company;

PRIVATE PLACEMENT AGREEMENT
Private Placement Agreement • October 12th, 2007 • Babcock & Brown JET-i Co., Ltd. • Services-miscellaneous equipment rental & leasing • New York

PRIVATE PLACEMENT AGREEMENT dated as of July 19, 2007, by and among Babcock & Brown Air Limited, a Bermuda exempted company (the “Company”), and each of the persons named in the signature pages hereof (each, a “Principal Investor”).

PRIVATE PLACEMENT AGREEMENT between
Private Placement Agreement • May 5th, 2020

with its seat in Berlin, Germany, registered with the commercial register at the local court of Charlottenburg (Amtsgericht Charlottenburg), Germany, under no. HRB 203542, having its business address at Charlottenstrasse 4, 10969 Berlin,

PRIVATE PLACEMENT AGREEMENT IN RESPECT OF OZON HOLDINGS PLC
Private Placement Agreement • November 17th, 2020 • Ozon Holdings PLC • Retail-catalog & mail-order houses
February 25, 2014 Dr. Augustine Cheung Founder, CEO & President Medifocus, Inc. The Exchange Tower, Suite 1800, Toronto, ON M5X1E3
Private Placement Agreement • September 17th, 2014 • Medifocus Inc. • Surgical & medical instruments & apparatus • New York

This letter confirms our agreement that Medifocus, Inc., a corporation incorporated under the Business Corporations Act (Ontario) (collectively with its owned or controlled subsidiaries, the “Company”) has engaged Maxim Group LLC (together with its affiliates and subsidiaries, the “Placement Agent”) to act as the Company’s exclusive Placement Agent in connection with the Company’s proposed private placement (the “Offering”) of equity or equity linked securities (the “Securities”) of the Company. The precise terms of the Securities and the gross proceeds of such Offering will be negotiated between the Placement Agent and the Company with one or more Investors (as defined below), it being understood that the gross proceeds of the Offering will be up to $10 million.

Private Placement Agreement
Private Placement Agreement • November 12th, 2013 • Magicjack Vocaltec LTD • Telephone communications (no radiotelephone) • Florida

This Private Placement Agreement, dated as of November 5, 2013 (the “Agreement”), between magicJack Vocaltec Ltd. (the “Company”) and Trustee of the DMB 2012 Family Trust (the “Seller”).

EX-10.1 3 d273112dex101.htm PRIVATE PLACEMENT AGREEMENT PRIVATE PLACEMENT AGREEMENT
Private Placement Agreement • May 5th, 2020 • New York

This PRIVATE PLACEMENT AGREEMENT (this “Agreement”), dated as of December 23, 2011 by and between Total Gas & Power USA, SAS, a société par actions simplifiée organized under the laws of the Republic of France (“Investor”), and SunPower Corporation, a Delaware corporation (the “Company”).

AMENDED PRIVATE PLACEMENT AGREEMENT
Private Placement Agreement • May 27th, 2004 • Mamma Com Inc • Radiotelephone communications • Ontario

THIS AMENDED PRIVATE PLACEMENT AGREEMENT ("Agreement") made effective as of this 30th day of October, 2002 by and between Intasys Corporation ("Intasys"), an Ontario, Canada corporation having its principal office at 388 rue St. Jacques, Montreal, Quebec, Canada, H2Y 1S1, and Lines Overseas Management Limited ("Lines"), a Bermudan corporation having its principal office at 27 Reid Street, Hamilton, HM 11, Bermuda.

CONFIDENTIAL
Private Placement Agreement • November 8th, 2010 • CNS Response, Inc. • Services-misc health & allied services, nec
PRIVATE PLACEMENT AGREEMENT
Private Placement Agreement • June 23rd, 2017 • Plymouth Industrial REIT Inc. • Real estate investment trusts • New York

This Private Placement Agreement (this “Agreement”), is made and entered into as of June 8, 2017, by and among Plymouth Industrial REIT, Inc., a Maryland corporation (the “Company”), DOF IV REIT Holdings, LLC, a Delaware limited liability company (“DOF Holdings”), and DOF IV Plymouth PM, LLC, a Delaware limited liability company (“DOF Plymouth” and, together with DOF Holdings, the “Investors”).

PRIVATE PLACEMENT AGREEMENT
Private Placement Agreement • April 29th, 2024 • Addentax Group Corp. • Services-mailing, reproduction, commercial art & photography • New York

THIS PRIVATE PLACEMENT AGREEMENT (this “Agreement”), dated as of April 29, 2024, is made by and between Addentax Group Corp., a Nevada corporation (the “Company”) and the investor set forth on Schedule A (the “Investor”).

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES**
Private Placement Agreement • May 6th, 2020

Vancouver, British Columbia, May 6, 2020 – Altum Resource Corp. ("Altum" or the "Company") (CSE: ALTM) announces a non-brokered private placement (the "Offering") of up to 3,500,000 units (the "Units") at a price of $0.10 per Unit for gross proceeds of up to

Confidential Private Placement Agreement
Private Placement Agreement • November 24th, 2019

This transaction is classified as an “Exempt Transaction” of Rule 19 of the Financial Services and Markets Act 2000, as set out in Article 15 of the Regulated Activities Order.

PRIVATE PLACEMENT AGREEMENT
Private Placement Agreement • October 25th, 2021 • Trinity Place Holdings Inc. • Operators of nonresidential buildings • New York

THIS PRIVATE PLACEMENT AGREEMENT (this “Agreement”), dated as of October 22, 2021, is made by and between Trinity Place Holdings Inc., a Delaware corporation (the “Company”) and the investors set forth on Schedule A (collectively, the “Investors” and each, an “Investor”).

FISCHER-WATT
Private Placement Agreement • April 8th, 2010 • Fischer Watt Gold Co Inc • Gold and silver ores
PRIVATE PLACEMENT AGREEMENT
Private Placement Agreement • January 6th, 2022 • Signal Hill Acquisition Corp. • Blank checks • New York

This PRIVATE PLACEMENT AGREEMENT (this “Agreement”) is made as of the [___]th day of [___] 2022, by and among Signal Hill Acquisition Corporation, a Delaware corporation (the “Company”), Signal Hill Sponsor LLC (the “Sponsor”), and B. Riley Securities, Inc. (the “Subscriber”).

PRIVATE PLACEMENT AGREEMENT GLOBALINK, LTD. (TRADING SYMBOL: OTCQB:GOBK)
Private Placement Agreement • May 13th, 2016 • Globalink, Ltd. • Services-business services, nec

The Issuer: Globalink, Ltd., a United States public company registered in the State of Nevada, United States of America and is quoted in the Nasdaq's Over-The-Counter QB exchange, under the trading symbol: GOBK:OTCQB.

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Private Placement Agreement
Private Placement Agreement • August 30th, 2023 • Alarum Technologies Ltd. • Services-prepackaged software

This Private Placement Agreement (the “Agreement”), effective as of August 29, 2023, is made and entered into by and between Alarum Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), and an investor identified on the signature pages hereto (including its successors and assigns, the “Investor”).

Form of Terms Agreement SunPower Corporation Private Placement Agreement Terms Agreement [Closing Date]
Private Placement Agreement • February 29th, 2012 • Sunpower Corp • Semiconductors & related devices
LINAMAR ENTERS INTO BINDING AGREEMENT FOR PRIVATE PLACEMENT OF US$130 MILLION OF SENIOR UNSECURED NOTES
Private Placement Agreement • July 29th, 2011

Linda Hasenfratz, Linamar’s CEO, stated that “we were very pleased with the terms of the Notes and how smoothly this transaction took place. We believe the success of this private placement shows the strength of Linamar’s balance sheet and reputation as a solid, reliable company with a good track record and great future growth prospects.”

August 7, 2006
Private Placement Agreement • August 10th, 2006 • Lipid Sciences Inc/ • Biological products, (no disgnostic substances)

We appreciate your interest in our private placement of shares of common stock and warrants issuable for common stock (the “Financing”). This letter confirms additional information regarding the Financing. We understand that you and the other investors will rely on this letter in connection with the purchase of securities in the Financing. Please note that capitalized terms not defined in this letter have the meaning set forth in the Securities Purchase Agreement to be entered into by you and the Company.

PRIVATE PLACEMENT AGREEMENT
Private Placement Agreement • February 29th, 2012 • Sunpower Corp • Semiconductors & related devices • New York

This PRIVATE PLACEMENT AGREEMENT (this “Agreement”), dated as of February 28, 2012, by and between Total Gas & Power USA, SAS, a société par actions simplifiée organized under the laws of the Republic of France (“Investor”), and SunPower Corporation, a Delaware corporation (the “Company”).

China Water & Drinks Signs Agreement for Private Placement of $50 Million of Convertible Notes
Private Placement Agreement • January 28th, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters

Shenzhen, China - January 25, 2008 -China Water and Drinks, Inc. (OTCBB: CWDK) (“China Water and Drinks” or “the Company”), a leading producer and distributor of bottled water in the People's Republic of China, today announced it has signed an agreement to raise $50 million through a private placement of convertible notes. Investors included Goldman Sachs, Liberty Harbor Master Fund I, L.P., The Pinnacle Fund, L.P. and Pinnacle China Fund, L.P., among others. The net proceeds will be used for acquisitions.

CONFIDENTIAL
Private Placement Agreement • June 27th, 2022 • Liqtech International Inc • Misc industrial & commercial machinery & equipment • New York

This letter agreement (the “Agreement”) confirms the agreement between LiqTech International, Inc. (the “Company” or “you”) and Lake Street Capital Markets, LLC (“Lake Street” or “we” or “us”) in connection with the proposed offer and private placement (the “Offering”) by the Company of debt securities of the Company (the “Securities”) to a limited number of accredited institutional, individual, or strategic investors (each an “Investor”) at a price and upon terms satisfactory to the Company. The Offering will be made pursuant to one or more exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), and applicable securities laws of states and other jurisdictions (“Blue Sky Laws”).

AMENDING AGREEMENT
Private Placement Agreement • January 26th, 2012 • Rio Tinto PLC • Metal mining • British Columbia

THIS AMENDING AGREEMENT is made as of the 18th day of JANUARY, 2012, by and between IVANHOE MINES LTD. (“Ivanhoe”) and RIO TINTO INTERNATIONAL HOLDINGS LIMITED (“Rio Tinto”).

Private Placement Agreement
Private Placement Agreement • August 6th, 2024 • Brenmiller Energy Ltd. • Heating equipment, except electric & warm air furnaces • New York

This Private Placement Agreement (the “Agreement”), effective as of August 4, 2024, is made and entered into by and between Brenmiller Energy Ltd., a company organized under the laws of the State of Israel (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”).

Re: Private Placement of Common Stock and Common Stock Purchase Warrants
Private Placement Agreement • May 6th, 2021 • Nymox Pharmaceutical Corp • In vitro & in vivo diagnostic substances • New York

This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Nymox Pharmaceutical Corporation, a company incorporated under the International Business Companies Act of the Bahamas (the “Company”), that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of shares (the “Shares”) of the Company’s Common Stock, no par value per share (the “Common Stock”), and the common stock purchase warrants to purchase shares of Common Stock (together with the Common Stock, the “Securities”). The Securities actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The terms of the Placement shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”), and nothing herein constitutes that the Placement Agent would have the powe

Contract
Private Placement Agreement • August 30th, 2023 • Alarum Technologies Ltd. • Services-prepackaged software

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

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