Procopio, Cory, Hargreaves & Savitch Sample Contracts

AGREEMENT
Registration Rights Agreement • March 27th, 1998 • Osage Systems Group Inc • Services-motion picture & video tape production • Delaware
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STOCK PURCHASE AGREEMENT BY AND AMONG TWINLAB CORPORATION, TWIN LABORATORIES INC., WILLIAM LOGUE, SHERI SEARS
Stock Purchase Agreement • September 4th, 1998 • Twinlab Corp • Medicinal chemicals & botanical products • New York
OF
Purchase Agreement • April 26th, 2000 • American Technology Corp /De/ • Household audio & video equipment • California
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 9th, 2023 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 6, 2023 between Tivic Health Systems, 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”).

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Merger Agreement • March 5th, 2004 • Loudeye Corp • Services-computer programming services • Washington
UNDERWRITING AGREEMENT between TIVIC HEALTH SYSTEMS, INC. and THINKEQUITY LLC as Representative of the Several Underwriters
Underwriting Agreement • February 13th, 2023 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York

The undersigned, Tivic Health Systems, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Tivic Health Systems, Inc.) (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

OTONOMY, INC. 6,288,890 Shares of Common Stock And Pre-Funded Warrants to Purchase 7,111,110 Common Shares Underwriting Agreement
Underwriting Agreement • April 9th, 2021 • Otonomy, Inc. • Pharmaceutical preparations • New York

Otonomy, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 6,288,890 shares (the “Underwritten Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), pre-funded warrants to purchase an aggregate of 7,111,110 shares of Common Stock in a form to be mutually agreed by the Company and the Representatives (the “Warrants”) and, at the option of the Underwriters, up to an additional 2,010,000 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Warrants are herein referred to as the “Underwritten Securities”. The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock issuable upon exercise of the Warrants are herein referred to as the “Warrant Shares”. The Shares, the Warrants and the Warrant Share

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 18th, 2023 • ONCOSEC MEDICAL Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 16, 2023, between OncoSec Medical Incorporated, a Nevada 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 10.3 EMPLOYMENT AGREEMENT
Employment Agreement • April 26th, 2000 • American Technology Corp /De/ • Household audio & video equipment • California
Santarus, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • May 10th, 2013 • Santarus Inc • Pharmaceutical preparations • New York
EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGER
Merger Agreement • March 27th, 2003 • Itron Inc /Wa/ • Radio & tv broadcasting & communications equipment • California
BY AND AMONG XICOR, INC.,
Merger Agreement • November 12th, 2003 • Xicor Inc • Semiconductors & related devices • California
1,818,182 Shares SIMULATIONS PLUS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 10th, 2020 • Simulations Plus Inc • Services-computer integrated systems design • New York
WHEREAS:
Registration Rights Agreement • April 2nd, 2003 • Microislet Inc • Biological products, (no disgnostic substances) • Nevada
AT THE MARKET OFFERING AGREEMENT
At the Market Offering Agreement • March 4th, 2022 • NextPlay Technologies Inc. • Transportation services • New York

NextPlay Technologies, Inc., a corporation organized under the laws of Nevada (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:

UNDERWRITING AGREEMENT
Underwriting Agreement • October 9th, 2020 • Cleanspark, Inc. • Services-computer integrated systems design • New York

The undersigned, CleanSpark, Inc., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of CleanSpark, 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 H.C. Wainwright & Co., LLC 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.

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • November 3rd, 2021 • NextPlay Technologies Inc. • Transportation services • New York
INTRODUCTION
Securities Purchase Agreement • March 30th, 2004 • Microislet Inc • Biological products, (no disgnostic substances) • California
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ONE STOP SYSTEMS, INC. as the Issuer, and as the Trustee INDENTURE Dated as of _______________, 202_
Indenture • August 18th, 2023 • One Stop Systems, Inc. • Electronic computers • Delaware
RECITALS
Escrow Agreement • March 31st, 2005 • Loudeye Corp • Services-computer programming services • Washington
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 28th, 2023 • ONCOSEC MEDICAL Inc • Pharmaceutical preparations • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of [ ], 2023, between OncoSec Medical Incorporated, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

INTRODUCTION
Securities Purchase Agreement • March 10th, 2004 • Microislet Inc • Biological products, (no disgnostic substances) • California
UNDERWRITING AGREEMENT
Underwriting Agreement • October 30th, 2024 • Collective Mining Ltd. • Gold and silver ores • Ontario

BMO Nesbitt Burns Inc. (“BMO” or the “Lead Underwriter”) as lead underwriter and sole bookrunner, along with Clarus Securities Inc, Scotia Capital Inc., Roth Canada, Inc., Canaccord Genuity Corp., and Ventum Financial Corp (together with the “Lead Underwriter”, the “Canadian Underwriters”) and Jett Capital Advisors, LLC (the “Non-Canadian Underwriter” and together with the Canadian Underwriters, the “Underwriters” and each individually, an “Underwriter”) hereby severally, and not jointly, nor jointly and severally, in their respective percentages set out in Section 18 below, offer to purchase from Collective Mining Ltd. (the “Corporation”) and the Corporation hereby agrees to issue and sell to the Underwriters, 7,000,000 common shares in the capital of the Corporation (the “Initial Shares”) at a price of $5.00 per Initial Share (the “Offering Price”) for aggregate gross proceeds of $35,000,000.

July 26, 2012
Employment Agreement • August 19th, 2016 • Everbridge, Inc. • Services-prepackaged software • Massachusetts

This letter agreement (this “Agreement”) will set forth the terms of your “at-will” employment relationship with Everbridge, Inc., and/or any present or future parent, subsidiary or affiliate thereof (collectively, the “Company”). This Agreement hereby supersedes any and all previous agreements relating to your employment relationship with the Company. The terms of your position with the Company are as set forth below and will be effective only upon, and subject to, the signing of this Agreement and any other agreements or documentation required hereunder, by you and the Company.

AND
Agreement and Plan of Reorganization • August 15th, 2000 • Infospace Inc • Services-computer processing & data preparation • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 4th, 2006 • Jmar Technologies Inc • Measuring & controlling devices, nec • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 28, 2005, by and among JMAR Technologies, Inc., a Delaware corporation, with headquarters located at 10905 Technology Place, San Diego, California 92127 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 22nd, 2024 • Sigma Additive Solutions, Inc. • Miscellaneous manufacturing industries • Nevada

This Securities Purchase Agreement (this “Agreement”) is dated as of February 15, 2024, between Sigma Additive Solutions, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT - CONVERTIBLE NOTE
Registration Rights Agreement • December 24th, 2012 • Spy Inc. • Ophthalmic goods • California

This Registration Rights Agreement (this "Agreement") is effective as of December 18, 2012 by and between SPY Inc., a Delaware corporation (the "Company"), and Harlingwood (Alpha) LLC, a Delaware limited liability company ("Investor").

EX-10.11 14 d16274dex1011.htm EX-10.11 April 1, 2015 Kenneth S. Goldman Re: Terms of Employment Dear Kenneth:
Terms of Employment • May 5th, 2020 • California

This letter agreement (this “Agreement”) will set forth the terms of your “at-will” employment relationship with Everbridge, Inc., and/or any present or future parent, subsidiary or affiliate thereof (collectively, the “Company”). This Agreement hereby supersedes any and all previous agreements relating to your employment relationship with the Company. The terms of your position with the Company are as set forth below and will be effective only upon, and subject to, the signing of this Agreement and any other agreements or documentation required hereunder, by you and the Company.

MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among CV SCIENCES, INC. CULTURED FOODS, BARBARA McWHORTER, AND BRIAN CARL McWHORTER DECEMBER 7, 2023
Membership Interest Purchase Agreement • March 29th, 2024 • CV Sciences, Inc. • Pharmaceutical preparations • California

THIS MEMBERSHIP PURCHASE AGREEMENT (this “Agreement”), dated as of December 7, 2023, is made and entered into by and among CV SCIENCES, INC., a Delaware corporation filed with the Secretary of State of Delaware, Identification Number 5374144, with its registered office in the State of California, physical address of 9530 Padgett Street, Suite 107, San Diego, CA 92126, and represented by Procopio Cory Hargreaves & Savitch LLP (the “Purchaser”), CULTURED FOODS Sp. z o.o., a limited liability company duly incorporated and existing under the laws of Poland with its registered office in Puławy, address: ul. Ignacego Mościckiego 1, 24-110 Puławy, Poland, entered into the register of entrepreneurs of the National Court Register (rejestr przedsiębiorców Krajowego Rejestru Sądowego) under KRS number 0000999723; REGON: 523562842, NIP: 7162837938 (the “Company”), represented by President of the Management Board – Barbara McWhorter and to the extent that this Agreement may be considered as an agre

JOINT STIPULATION AND SETTLEMENT AGREEMENT
Settlement Agreement • October 28th, 2021 • California

Subject to final approval by the Court, this Settlement Agreement is between Plaintiff Daniel Ybanez (“Plaintiff”), on behalf of the Class (as defined below) and Defendant Navy Federal Credit Union (“Defendant”). Plaintiff and Defendant collectively are referred to in this Agreement as the “Parties.”

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