SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 30th, 2023 • Snail, Inc. • Services-prepackaged software • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of August 24, 2023, between Snail, 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 6.2 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT is entered into as of October 20, 2000, among InterGlobal Waste Management, Inc., a California corporation ("Buyer"), IWM Subsidiary Inc., a wholly-owned subsidiary of Buyer and a California...Agreement and Plan of Merger • April 5th, 2001 • Interglobal Waste Management Inc • California
ANDRights Agreement • August 2nd, 2000 • Mikohn Gaming Corp • Computer communications equipment • Nevada
UNDERWRITING AGREEMENT between PERFECT MOMENT LTD. and THINKEQUITY LLC as Representative of the Several Underwriters PERFECT MOMENT LTD.Underwriting Agreement • February 13th, 2024 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
The undersigned, Perfect Moment Ltd., a corporation formed under the laws of the State of Delaware (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:
EXHIBIT 2.1 ---------------------------- STOCK PURCHASE AGREEMENT ----------------------------Stock Purchase Agreement • August 13th, 1999 • Heico Corp • Aircraft engines & engine parts • Florida
SECURITIES PURCHASE AGREEMENT***Securities Purchase Agreement • March 22nd, 2022 • Inpixon • Services-computer programming services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 22, 2022, between Inpixon, 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 AGREEMENTRegistration Rights Agreement • October 16th, 2023 • Foxo Technologies Inc. • Services-commercial physical & biological research
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 10, 2023, by and between FOXO TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
peraso INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 30th, 2022 • Peraso Inc. • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 28, 2022, between Peraso 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 2nd, 2023 • Peraso Inc. • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 31, 2023, between Peraso 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 21st, 2023 • reAlpha Tech Corp. • Real estate • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [ ] 2023, between reAlpha Tech 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”).
SHARES OF COMMON STOCK VIVEVE MEDICAL, INC. UNDERWRITING AGREEMENT June __, 2016Underwriting Agreement • June 9th, 2016 • Viveve Medical, Inc. • Electromedical & electrotherapeutic apparatus • New York
Ladenburg Thalmann & Co. Inc. As the Representative of the Several underwriters, if any, named in Schedule I hereto 4400 Biscayne Blvd., 12th Floor Miami, Florida 33137
6,497,410 Shares of Common Stock 2,997 Shares of Series 6 Convertible Preferred Stock and Series A Warrants to Purchase up to 17,297,410 Shares of Common Stock INPIXON UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 2019 • Inpixon • Services-computer programming services • New York
Inpixon, a Nevada 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 Ladenburg Thalmann & Co. and Maxim Group LLC are acting as the representatives (the “Representatives”), an aggregate of (i) 6,497,410 authorized but unissued shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company, (ii) 2,997 authorized but unissued shares of the Company’s Series 6 Convertible Preferred Stock (the “Preferred Shares”), convertible into shares of Common Stock (the “Conversion Shares”) and having the relative rights, preferences and limitations set forth the Certificate of Designation of Preferences, Rights and Limitations of Series 6 Convertible Preferred Stock attached hereto as Exhibit A (the “Certificate of Designation”), and (iii) Series A warrants (the “Warrants”) to purchase up to an aggregat
UNDERWRITING AGREEMENT between INPIXON and AEGIS CAPITAL CORP., as Underwriter INPIXONUnderwriting Agreement • June 29th, 2017 • Inpixon • Services-computer programming services • New York
The undersigned, Inpixon, a corporation formed under the laws of the State of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) as follows:
SHARES of Common Stock PRE-FUNDED WARRANTS EXERCIsABLE INTO ___ SHARES OF COMMON STOCK Series A WARRANTS EXERCIsABLE INTO ___ SHARES OF cOMMON sTOCK AND Series B WARRANTS EXERCIsABLE INTO ___ SHARES OF cOMMON sTOCK PERASO INC.Underwriting Agreement • February 5th, 2024 • Peraso Inc. • Semiconductors & related devices • New York
The undersigned, Peraso Inc., a company incorporated under the laws of Delaware (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 Ladenburg Thalmann & Co. Inc. 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 AGREEMENTPlacement Agency Agreement • October 20th, 2022 • Inpixon • Services-computer programming services • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2023 • Perfect Moment Ltd. • Apparel & other finishd prods of fabrics & similar matl • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 15, 2021, between Perfect Moment Ltd., a Delaware corporation (the “the Company”), and each Buyer (as defined below, and with their respective assignees pursuant to Section 7, collectively, the “Holders” and each, individually, a “Holder”),
INPIXON DEALER-MANAGER AGREEMENTDealer-Manager Agreement • December 7th, 2018 • Inpixon • Services-computer programming services • New York
The following (this “Agreement”) will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by Inpixon, a Nevada corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”), holders of record of its Series 4 Convertible Preferred Stock (“Participating Preferred”) and holders of warrants issued August 9, 2017, January 8, 2018, February 20, 2018 and April 24, 2018 (“Participating Warrants” and together with the Participating Preferred, the “Participating Securities”), subscription rights (the “Rights”) to subscribe for up to an aggregate of 10,000 units (each, a “Unit” and collectively, the “Units”), each Unit consisting of one share of Series 5 Convertible Preferred Stock (the “Rights Shares”) and 200 warrants, with each warrant representing the right to purchase one share of Common Stock (the “Rights Warrants” and together with the R
GENIUS PRODUCTS, INC. PRODUCTION AGREEMENT PRODUCTION AGREEMENT between Genius Products, Inc., a Nevada corporation ("COMPANY") and Richard Perry, ("Producer") dated as of May 3, 2000. WHEREAS, Company wishes to engage Producer and Producer wishes to...Production Agreement • May 18th, 2000 • Genius Products Inc • Wholesale-durable goods, nec • California
2,700,000 SHARES OF COMMON STOCK VIVEVE MEDICAL, INC. UNDERWRITING AGREEMENT June 14, 2016Viveve Medical, Inc. • June 14th, 2016 • Electromedical & electrotherapeutic apparatus • New York
The undersigned, VIVEVE MEDICAL, INC. (the “Company”), a company incorporated under the laws of Delaware (collectively with its Subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being Subsidiaries of 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 LADENBURG THALMANN & CO. INC. 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.
ContractUnifoil Holdings, Inc. • September 22nd, 2023 • Converted paper & paperboard prods (no contaners/boxes) • 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 [●], 2023 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES, LLC 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) AN OFFICER, PARTNER, REGISTERED PERSON OR AFFILIATE OF BOUSTEAD SECURITIES, LLC.
AGREEMENT AND PLAN OF MERGER by and among DELWINDS INSURANCE ACQUISITION CORP., as the Purchaser, DWIN MERGER SUB INC., as Merger Sub, DIAC SPONSOR LLC, in the capacity as the Purchaser Representative, and FOXO TECHNOLOGIES INC., as the Company, Dated...Agreement and Plan of Merger • March 2nd, 2022 • Delwinds Insurance Acquisition Corp. • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of February 24, 2022, by and among (i) Delwinds Insurance Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) DWIN Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) DIAC Sponsor LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined herein) for the stockholders of the Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), and (iv) FOXO Technologies Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub, the Purchaser Representative and the Company are sometimes referred to herein individually as a “Party” and, collectively, as t
1,150,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 1st, 2016 • Cadiz Inc • Water supply • California
HYRECAR INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 22nd, 2018 • HyreCar Inc. • Services-auto rental & leasing (no drivers) • New York
HyreCar Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to the several underwriters listed in Schedule I hereto (collectively, the “Underwriters”) an aggregate of ( ) shares of common stock (the “Firm Shares”), par value $0.00001 per share, of the Company (the “Common Stock”).
COMMON STOCK PURCHASE WARRANTInpixon • December 7th, 2018 • Services-computer programming services • New York
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 “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Inpixon, a Nevada 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). 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 Warrant, subject to a Holder’s right to elect to recei
AGREEMENT AND PLAN OF MERGER by and among KINS TECHNOLOGY GROUP INC., KINS MERGER SUB INC., INPIXON, and CXAPP HOLDING CORP. dated as of September 25, 2022Agreement and Plan of Merger • September 26th, 2022 • Inpixon • Services-computer programming services • Delaware
This Agreement and Plan of Merger, dated as of September 25, 2022 (this “Agreement”), is made and entered into by and among KINS Technology Group Inc., a Delaware corporation (“Acquiror”), KINS Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Acquiror (“Merger Sub”), Inpixon, a Nevada corporation (“Inpixon”) and CXApp Holding Corp., a Delaware corporation (the “Company”).
Employment AgreementEmployment Agreement • June 22nd, 2023 • Unifoil Holdings, Inc. • Converted paper & paperboard prods (no contaners/boxes) • New Jersey
This Employment Agreement (the “Agreement”) is made and entered into as of January 01, 2023, by and between James Bosco (the “Executive”) and Unifoil Holdings, Inc., a NJ corporation (the “Company”). This Agreement shall be effective as of the date listed above (the “Effective Date”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 16th, 2018 • Inpixon • Services-computer programming services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 15, 2018, between Inpixon, 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”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 21st, 2023 • reAlpha Tech Corp. • Real estate • New York
Vicinity Motor Corp. Common Shares EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 30th, 2021 • Vicinity Motor Corp • Motor vehicles & passenger car bodies • New York
DISBURSEMENT AGREEMENTDisbursement Agreement • November 13th, 1995 • Crown Crafts Inc • Broadwoven fabric mills, cotton • California
Inpixon Up to $50,000,000 of Shares of Common Stock Equity Distribution AgreementEquity Distribution Agreement • March 3rd, 2020 • Inpixon • Services-computer programming services • New York
Inpixon, a Nevada corporation (the “Company”), proposes to issue and sell through Maxim Group LLC (the “Agent”), as exclusive sales agent, shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Shares”) having an aggregate offering price of up to $50,000,000 on terms set forth herein. The Shares consist entirely of authorized but unissued shares of Common Stock to be issued and sold by the Company.
2,250,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 21st, 2020 • ClearSign Technologies Corp • Industrial instruments for measurement, display, and control • New York
COMMON STOCK PURCHASE WARRANT inpixonInpixon • April 24th, 2018 • Services-computer programming services • New York
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 “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Inpixon, a Nevada 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).
Indemnification AgreementIndemnification Agreement • September 21st, 2022 • Foxo Technologies Inc. • Life insurance • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________ __, 2022 by and between FOXO Technologies Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • November 29th, 2016 • Rayton Solar Inc. • Semiconductors & related devices • New York
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
