COMMON STOCK PURCHASE WARRANT Crown Electrokinetics Corp.Crown Electrokinetics Corp. • January 4th, 2023 • Electronic components, nec
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 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 3, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Crown Electrokinetics Corp., a Delaware 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 4th, 2023 • Crown Electrokinetics Corp. • Electronic components, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 3, 2023, between Crown Electrokinetics Corp., 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 29th, 2022 • Crown Electrokinetics Corp. • Electronic components, nec
The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:
COMMON STOCK PURCHASE WARRANT CROWN ELECTROKINETICS CORP.Crown Electrokinetics Corp. • July 29th, 2022 • Electronic components, nec • New York
This Common Stock Purchase Warrant (the “Warrant”), issued July 26, 2022, issued by Crown Electrokinetics Corp. (the “Company”) to _________, to purchase shares of Common Stock, $0.0001 par value per share (the “Common Stock”) of the Company.
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE 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...Crown Electrokinetics Corp. • June 5th, 2020 • Electronic components, nec • New York
THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. YOU MAY CONTACT DOUGLAS CROXALL, AT 1110 NE CIRCLE BLVD., SUITE 1075, CORVALLIS, OREGON 97330, WHO WILL PROVIDE YOU WITH ANY REQUIRED INFORMATION REGARDING THE ORIGINAL ISSUE DISCOUNT.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 15th, 2023 • Crown Electrokinetics Corp. • Electronic components, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 14, 2023, is by and among Crown Electrokinetics Corp., a Delaware corporation with offices located at 11601 Wilshire Blvd., Suite 2240, Los Angeles, CA 90025 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 15th, 2023 • Crown Electrokinetics Corp. • Electronic components, nec
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 13, 2023, is by and among Crown Electrokinetics Corp., a Delaware corporation with offices located at 11601 Wilshire Blvd., Suite 2240, Los Angeles, CA 90025 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
Crown Electrokinetics Corp. UNDERWRITING AGREEMENT 4,150,000 Shares of Common StockUnderwriting Agreement • January 27th, 2021 • Crown Electrokinetics Corp. • Electronic components, nec • New York
Crown Electrokinetics Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), an aggregate of 4,150,000 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional 622,500 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, the Underwriter Warrants (as defined below) and the Underwriter Warrant Shares (as defined below) are collectively referred to as the “Securities”.
SECURED CONVERTIBLE NOTE DUE June 2, 2023Crown Electrokinetics Corp. • June 6th, 2023 • Electronic components, nec • Delaware
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of CROWN ELECTROKINETICS CORP., a Delaware corporation, (the “Borrower”), having its principal place of business at 11601 Wilshire Blvd., Suite 2240, Los Angeles, CA 90025, email: doug@crownek.com (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
ContractCrown Electrokinetics Corp. • January 13th, 2021 • Electronic components, nec
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
CROWN ELECTROKINETICS CORP. COMMON STOCK SALES AGREEMENTSales Agreement • March 31st, 2022 • Crown Electrokinetics Corp. • Electronic components, nec • New York
Crown Electrokinetics Corp., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 29th, 2022 • Crown Electrokinetics Corp. • Electronic components, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 26, 2022, by and among Crown Electrokinetics Corp., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto as Annex A and identified on the signature pages hereto (each, an “Investor” and, collectively, the “Investors”).
COMMON STOCK PURCHASE WARRANT CROWN ELECTROKINETICS CORP.Crown Electrokinetics Corp. • November 18th, 2020 • Electronic components, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cavalry Fund I LP 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 November [___], 20251 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Crown Electrokinetics Corp., a Delaware corporation (the “Company”), up to [___]2 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).
COMMON STOCK PURCHASE AGREEMENT Dated as of July 20, 2023 by and between CROWN ELECTROKINETICS CORP. and KEYSTONE CAPITAL PARTNERS, LLCCommon Stock Purchase Agreement • July 24th, 2023 • Crown Electrokinetics Corp. • Electronic components, nec • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of July 20, 2023 (this “Agreement”), by and between Keystone Capital Partners, LLC, a Delaware limited liability company (the “Investor”), and Crown Electrokinetics Corp., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 24th, 2023 • Crown Electrokinetics Corp. • Electronic components, nec
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 20, 2023, is by and between Keystone Capital Partners, LLC, a Delaware limited liability company (the “Investor”), and Crown Electrokinetics Corp., a Delaware corporation (the “Company”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 4th, 2023 • Crown Electrokinetics Corp. • Electronic components, nec • New York
This Asset Purchase Agreement (this “Agreement”), dated as of January 3, 2023, is entered into between AMERIGEN 7 LLC, a Texas limited liability company (“Seller”) and CROWN ELECTROKINETICS CORP., a Delaware corporation (“Buyer”).
Crown Electrokinetics Corp. UNDERWRITING AGREEMENT [●] Shares of Common StockUnderwriting Agreement • January 13th, 2021 • Crown Electrokinetics Corp. • Electronic components, nec • New York
Crown Electrokinetics Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), an aggregate of [●] authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional [●] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, the Underwriter Warrants (as defined below) and the Underwriter Warrant Shares (as defined below) are collectively referred to as the “Securities”.
ContractCrown Electrokinetics Corp. • January 27th, 2021 • Electronic components, nec
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • June 5th, 2020 • Crown Electrokinetics Corp. • Electronic components, nec • New York
This Convertible Note Purchase Agreement (this “Agreement”) is dated as of June 2, 2020, by and among [●] (the “Purchaser”), and Crown ElectroKinetics Corp., a Delaware corporation with offices located at 1110 NE Circle Blvd., Suite 1075, Corvallis, Oregon 97330 (“Crown” or the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2021 • Crown Electrokinetics Corp. • Electronic components, nec • New York
This AGREEMENT (the “Agreement”) is made as of the latest date signed (the “Effective Date”), by and between Crown Electrokinetics Corp., a Delaware corporation (the “Employer”) and Joel Krutz residing at ______________ (the “Executive”). In consideration of the mutual covenants contained in this Agreement, the Employer and the Executive agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2022 • Crown Electrokinetics Corp. • Electronic components, nec • New York
This AGREEMENT (the “Agreement”) is made as of the date signed (the “Effective Date”), by and between Crown Electrokinetics Corp., a Delaware corporation with offices at Los Angeles (the “Employer”) and Doug Croxall (the “Executive”). In consideration of the mutual covenants contained in this Agreement, the Employer and the Executive agree as follows:
INTELLECTUAL PROPERTY AGREEMENTIntellectual Property Agreement • June 28th, 2019 • Crown Electrokinetics Corp. • Services-computer programming, data processing, etc. • Delaware
This Intellectual Property Agreement (together with its exhibits, the “Agreement”), effective as of January 31, 2016 (the “Effective Date”), is made and entered into by and between: (a) Hewlett-Packard Development Company, L.P., a Texas limited partnership having its principal place of business at 11445 Compaq Drive West, Houston, Texas 77070-1443 (“HPDC”), and HP, Inc., a Delaware corporation having its principal place of business at1501 Page Mill Road, Palo Alto, California 94304, U.S.A. (“HPI”) (HPDC and HPI are collectively referred to herein as “HP”), on the one hand; and (b) 3D Nanocolor Corp., a Delaware corporation having its principal place of business at 11100 Santa Monica Blvd Suite 380, Los Angeles, CA 90025 U.S.A. (“Company”), on the other hand. HP and Company may hereinafter be referred to collectively as the “Parties” and individually as a “Party”.
OCTOBER NOTE WAIVER #2 AGREEMENTOctober Note Waiver #2 Agreement • March 6th, 2023 • Crown Electrokinetics Corp. • Electronic components, nec
This waiver agreement (the “Agreement”) is entered into as of the 28th day of February 2023, by and between Crown Electrokinetics Corp., a Delaware corporation (the “Company”) and the investor signatory hereto (the “Investor”), with reference to the following facts:
EXCHANGE AGREEMENTExchange Agreement • August 7th, 2023 • Crown Electrokinetics Corp. • Electronic components, nec
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of August 2, 2023, is entered into by and between CROWN ELECTROKINETICS CORP., a Delaware corporation (the “Company”) and Pinz Capital Special Opportunity Fund LP (the “Holder”). As used herein, the term “Parties” shall be used to refer to the Company and Holder jointly.
Crown Electrokinetics Corp. 11601 Wilshire Blvd., Suite 2240 Los Angeles, CA 90025Crown Electrokinetics Corp. • May 18th, 2023 • Electronic components, nec
Reference is hereby made to that certain Securities Purchase Agreement, dated October 19, 2022, by and among Crown Electrokinetics Corp., a Delaware corporation with offices located at 11601 Wilshire Blvd., Suite 2240, Los Angeles, CA 90025 (the “Company”), the investor signatory hereto (“you” or the “Investor”) and certain other buyers signatory thereto (the “Securities Purchase Agreement”), pursuant to which you acquired, among other things, certain senior secured convertible notes (the “Securities”) convertible into shares of Common Stock (as defined in the Securities Purchase Agreement) in accordance with the terms of the Securities (as defined in the Securities Purchase Agreement). Capitalized terms not defined herein shall have the meaning as set forth in the Securities Purchase Agreement or the Securities, as applicable.
MASTER SUPPLY AGREEMENTMaster Supply Agreement • March 28th, 2022 • Crown Electrokinetics Corp. • Electronic components, nec
THIS MASTER SUPPLY AGREEMENT (this “Agreement”) is between Crown Electrokinetics Corp., a Delaware corporation (“Crown”), and BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Buyer”), and is effective as of March 25, 2022, 2022. Crown and Buyer are collectively referred to in this Agreement as the “Parties,” and each individually as a “Party.”
EXCHANGE AGREEMENTExchange Agreement • June 6th, 2023 • Crown Electrokinetics Corp. • Electronic components, nec
This Exchange Agreement (the “Agreement”) is entered into as of the 4th day of June, 2023, by and among Crown Electrokinetics Corp., a Delaware corporation with offices located at 11601 Wilshire Blvd., Suite 2240, Los Angeles, CA 90025 (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts:
WAIVER AGREEMENT AND AMENDMENTWaiver Agreement and Amendment • March 27th, 2023 • Crown Electrokinetics Corp. • Electronic components, nec • New York
This waiver agreement and amendment (the “Agreement”) is entered into as of the ___ day of March, 2023, by and between Crown Electrokinetics Corp., a Delaware corporation (the “Company”) and the investor signatory hereto (the “Investor”), with reference to the following facts:
MASTER SUPPLY AGREEMENTMaster Supply Agreement • September 30th, 2021 • Crown Electrokinetics Corp. • Electronic components, nec • California
THIS MASTER SUPPLY AGREEMENT (this “Agreement”) is between Crown Electrokinetics Corp., a Delaware corporation (“Crown”), and Metro Spaces, a Delaware Corporation (“Buyer”), and is effective as of September 27, 2021. Crown and Buyer are collectively referred to in this Agreement as the “Parties,” and each individually as a “Party.”
THIRD AMENDMENT TO SECURED NOTESecured Note • May 18th, 2023 • Crown Electrokinetics Corp. • Electronic components, nec
This Third Amendment to the Convertible Promissory Note (the “Amendment”) is entered into as of May 15, 2023 (the “Effective Date”) by and between Eleven Advisors LLC, maintaining an address at 463 Adams St, Denver, CO. 80206 (“Holder”), and Crown Electrokinetics Corp., a Delaware corporation maintaining an address at 11601 Wilshire Blvd., Suite 2240, Los Angeles, CA 90025 (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Note (as defined below).
FORBEARANCE AGREEMENTForbearance Agreement • July 14th, 2023 • Crown Electrokinetics Corp. • Electronic components, nec
THIS FORBEARANCE AGREEMENT (“Agreement”) is made as of July 10, 2023 (the “Effective Date”), by and between Crown Electrokinetics Corp., a Delaware corporation (“Borrower”) and Cedarview Opportunity Master Fund LP, as lender (“Lender”), with reference to the following facts:
ContractCrown Electrokinetics Corp. • January 4th, 2023 • Electronic components, nec • New York
THIS SECURITY HAS NOT 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. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.
COMMON STOCK PURCHASE WARRANT CROWN ELECTROKINETICS CORP.Crown Electrokinetics Corp. • June 5th, 2020 • Electronic components, nec
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 June 3, 2020 (the “Initial Exercise Date”) and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Crown ElectroKinetics Corp., a Delaware corporation (the “Company”), up to fifty percent (50%) of that number of shares of Common Stock into which that certain 12% Senior Convertible Promissory Note of the Company in favor of the Holder of even date herewith (the “Promissory Note”) may be converted (as more definitively set forth in footnote 1 hereto)1 (in any event, 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
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • October 20th, 2022 • Crown Electrokinetics Corp. • Electronic components, nec • New York
WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of [_______], (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company, [______] a [______] company and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the “Notes” issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”);
MASTER SUPPLY AGREEMENTMaster Supply Agreement • December 23rd, 2021 • Crown Electrokinetics Corp. • Electronic components, nec • California
THIS MASTER SUPPLY AGREEMENT (this “Agreement”) is between Crown Electrokinetics Corp., a Delaware corporation (“Crown”), and Hudson Pacific Properties, L.P., a Maryland limited partnership (“Buyer”), and is effective as of December 23, 2021. Crown and Buyer are collectively referred to in this Agreement as the “Parties,” and each individually as a “Party.”
