1 Exhibit 10.10 BORELLI INVESTMENT COMPANY 1798 Technology Drive, #200, San Jose, CA 95110-1308 (408) 453-4700 Fax (408) 453-5636 [COMPANY LOGO] FULL SERVICE LEASE-GROSS 1. BASIC LEASE PROVISIONS. ("Basic Lease Provisions") 1.1 PARTIES. This Lease,...National Scientific Corp/Az • July 27th, 2001 • Semiconductors & related devices
2 3 amendment thereto, prior to filing with the Commission, and the Company shall provide the Purchaser with copies of any comment letters received from the Commission with respect thereto within three (3) Trading Days of receipt thereof.Registration Rights Agreement • June 6th, 2001 • National Scientific Corp/Az • Semiconductors & related devices • New York
RECITALSConsulting Agreement • June 24th, 2004 • National Scientific Corp/Az • Semiconductors & related devices • Arizona
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 8th, 2021 • CIPHERLOC Corp • Services-computer processing & data preparation
This Registration Rights Agreement (this “Agreement”) is made and entered into as of ___________, 2021, by and between Cipherloc Corporation, a Texas corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 19th, 2017 • CIPHERLOC Corp • Services-computer processing & data preparation • Texas
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 26, 2017, by and between CIPHERLOC CORPORATION, a Texas corporation, with headquarters located at 825 Main St., Suite 100, Buda, TX 78610 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Buyer”).
WARRANT AGREEMENT NATIONAL SCIENTIFIC CORPORATION THIS AGREEMENT (the "Agreement"), dated as of 1998, is between NATIONAL SCIENTIFIC CORPORATION (the "Company") and (the "Holder"). WHEREAS, in conjunction with an offering of up to fifty (50) units...Warrant Agreement • January 3rd, 2000 • National Scientific Corp/Az • Texas
1 2 1. Title to Warrant. Prior to the Termination Date and subject to compliance with applicable laws, this Warrant and all rights hereunder are transferable, subject to Section 7 herein, in whole or in part, at the office or agency of the Company by...National Scientific Corp/Az • June 6th, 2001 • Semiconductors & related devices • Texas
i) the original executed Registration Rights Agreement in the form of Exhibit A to the Purchase Agreement;Escrow Agreement • June 6th, 2001 • National Scientific Corp/Az • Semiconductors & related devices • New York
RECITALSSubscription Agreement • June 24th, 2004 • National Scientific Corp/Az • Semiconductors & related devices • New York
1 2 estimate, (b) the amounts specified in such provisions bear a reasonable proportion and are not plainly or grossly disproportionate to the probable loss likely to be incurred by the Purchaser in connection with the failure of the Company to...Common Stock Purchase Agreement • June 6th, 2001 • National Scientific Corp/Az • Semiconductors & related devices • New York
EXHIBIT 10.1 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (the "Agreement") is entered into this 29th day of May, 2003 by and between Stanton, Walker & Company, a New Jersey corporation (hereinafter referred to as, "Consultant"),...Consulting Services Agreement • June 4th, 2003 • National Scientific Corp/Az • Semiconductors & related devices • Arizona
EXHIBIT 4.5 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...National Scientific Corp/Az • June 24th, 2004 • Semiconductors & related devices • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2018 • CIPHERLOC Corp • Services-computer processing & data preparation • Nevada
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 14, 2017, by and between CIPHERLOC CORPORATION, a Texas corporation (the “Company”), and PEAK ONE OPPORTUNITY FUND, L.P., a Delaware limited partnership (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 equity 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”).
COMMON STOCK PURCHASE WARRANT CIPHERLOC CORPORATIONCommon Stock Purchase Warrant • January 12th, 2018 • CIPHERLOC Corp • Services-computer processing & data preparation • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $300,000.00 convertible debenture to the Holder (as defined below) of even date) (the “Note”), Peak One Opportunity Fund, LP, a Delaware limited partnership (including any permitted and registered 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 of issuance hereof, to purchase from Cipherloc Corporation, a Texas corporation (the “Company”), up to 75,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated December 14, by and among the Company and the H
1 Exhibit 10.2 NATIONAL SCIENTIFIC CORPORATION MASTER PURCHASE & LICENSING CONTRACT CONTRACT NUMBER: NSC-KR101 This Contract is dated this 12th day of January, 2001 By and Between Name: Sungil Computec Name: National Scientific Corporation (Korzan...National Scientific Corp/Az • February 14th, 2001 • Semiconductors & related devices • Arizona
EXHIBIT 10.1 SECURITIES EXCHANGE AGREEMENT This Securities Exchange Agreement is made and entered into as of January 28, 2005 (the "Agreement") by and among TurboWorx, Inc., a Delaware corporation ("Turbo") and National Scientific Corporation, a U.S....Securities Exchange Agreement • February 2nd, 2005 • National Scientific Corp/Az • Semiconductors & related devices • Delaware
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • January 12th, 2018 • CIPHERLOC Corp • Services-computer processing & data preparation • Nevada
This equity purchase agreement is entered into as of December 14, 2017 (this “Agreement”), by and between Cipherloc Corporation, a Texas corporation (the “Company”), and Peak One Opportunity Fund, L.P., a Delaware limited partnership (the “Investor”).
BACKGROUNDExclusive Distribution Agreement • June 6th, 2001 • National Scientific Corp/Az • Semiconductors & related devices • Arizona
Exhibit 10.4 NATIONAL SCIENTIFIC CORPORATION MASTER PURCHASE & LICENSING CONTRACT Contract Number NSC-UR103 This Contract is dated this 12th day of January, 2001 By and BetweenNational Scientific Corp/Az • October 4th, 2001 • Semiconductors & related devices • Arizona
COMMON STOCK PURCHASE WARRANT Cipherloc CorporationSideChannel, Inc. • November 7th, 2023 • Services-computer processing & data preparation
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 Cipherloc Corporation, a Texas 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).
EXHIBIT 10.14 TEAMING AGREEMENT THIS AGREEMENT made and entered into this 2nd day of March 2001, by and between the National Scientific Corporation, a Texas Corporation ("Contractor"), located at 4455 East Camelback Road Ste. E-160, Phoenix, Arizona,...Teaming Agreement • July 27th, 2001 • National Scientific Corp/Az • Semiconductors & related devices • Arizona
Page 1 3 1.5 PREPAYMENTS. Credit Extensions under any Facility may only be prepaid in accordance with the terms of the Supplement. At the time of any prepayment (including, but not limited to, any prepayment which is a result of the occurrence of an...Credit Agreement • July 27th, 2001 • National Scientific Corp/Az • Semiconductors & related devices
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 12th, 2018 • CIPHERLOC Corp • Services-computer processing & data preparation • Nevada
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 14, 2017, is entered into by and between CIPHERLOC CORPORATION, a Texas corporation, (the “Company”) and Peak One Opportunity Fund, L.P., a Delaware limited partnership (the “Buyer”).
TARGUN PROPERTIES, INC. LEASE & SERVICE AGREEMENT This agreement is made on this 21st day of August 1998 between TARGUN PROPERTIES, INC., an Arizona Corporation (hereinafter referred to as "Lessor"), and NATIONAL SCIENTIFIC CORPORATION. an Arizona...Service Agreement • January 20th, 2000 • National Scientific Corp/Az • Semiconductors & related devices
ASSIGNMENT In consideration of Ten Dollars ($10.00) and other valuable consideration, of which we acknowledge receipt, we, EL-BADAWY AMIEN EL-SHARAWY, of 1434 East Spur Avenue, Gilbert, Arizona 85296, and MAJID M. HASHEMI, of 1030 E. El Camino Real,...National Scientific Corp/Az • January 3rd, 2000
OFFICE LEASE by and between SKY PEAK, LLC, an Arizona limited liability company (“Landlord”) and CipherlocOffice Lease • August 14th, 2018 • CIPHERLOC Corp • Services-computer processing & data preparation • Arizona
THIS OFFICE LEASE is made between SKY PEAK, LLC, an Arizona limited liability company (“Landlord”), and the Tenant described in Item 1 of the Basic Lease Provisions.
EXHIBIT 10.7Distribution and Marketing Agreement • June 24th, 2004 • National Scientific Corp/Az • Semiconductors & related devices • Arizona
ASSIGNMENT In consideration of Ten Dollars ($10.00) and other valuable consideration, of which we acknowledge receipt, we, EL-BADAWY AMIEN EL-SHARAWY, of 1434 East Spur Avenue, Gilbert, Arizona 85296, and MAJID M. HASHEMI, of 1030 E. El Camino Real,...National Scientific Corp/Az • January 20th, 2000 • Semiconductors & related devices
In consideration of Ten Dollars ($10.00) and other valuable consideration, of which we acknowledge receipt, we, EL-BADAWY AMIEN EL-SHARAWY, of 1434 East Spur Avenue, Gilbert, Arizona 85296, and MAJID M. HASHEMI, of 1030 E. El Camino Real, No. 502, Sunnyvale, CA 94087, (the Inventors) hereby sell, and assign, subject to the conditions set forth below, to NATIONAL SCIENTIFIC CORP., having offices at 4455 E. Camelback Road, Suite E160, Phoenix, Arizona 85018, its successors and assigns, the entire right, title and interest in and to the improvements of STATIC MEMORY CELL WITH LOAD CIRCUIT USING A TUNNEL DIODE, (the Invention) invented by us, as described in the application for United States Patent Application Serial No. 08/991,966 filed 17 December 1997 (M&G Docket Number 2238-040), and any and all applications for patent and patents therefor in any and all countries, including all divisions, reissues, continuations and extensions thereof, and all rights of priority resulting from the fil
Exhibit 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT ("AGREEMENT") IS ENTERED BETWEEN NATIONAL SCIENTIFIC CORPORATION AND LOU L. ROSS, EFFECTIVE THIS 1ST DAY OF FEBRUARY, 2002. "NSC," OR "COMPANY" AS USED IN THIS AGREEMENT MEANS NATIONAL...Consulting Agreement • May 15th, 2002 • National Scientific Corp/Az • Semiconductors & related devices • Arizona
EMPLOYMENT AGREEMENTEmployment Agreement • June 5th, 2019 • CIPHERLOC Corp • Services-computer processing & data preparation • Texas
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made, entered into, and effective as of May 19, 2019 (the “Effective Date”), by and between Cipherloc Corporation a Texas Corporation, with its principal place of business located at 825 Main Street, Suite 100 Buda, TX 78610 (“Company”), and Gino J. Mauriello, CPA an individual located at 6469 Almaden Expressway, Suite 80-129, San Jose, CA 95120, (“Employee”) (individually, a “Party”; collectively, the “Parties”).
EXHIBIT 10.3 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT ("AGREEMENT") IS ENTERED BETWEEN NATIONAL SCIENTIFIC CORPORATION AND SAM H. CARR, OR THE LIMITED LIABILITY CORPORATION ESTABLISHED BY MR. CARR FOR THIS PURPOSE, EFFECTIVE THIS 1ST DAY OF...Consulting Agreement • August 14th, 2002 • National Scientific Corp/Az • Semiconductors & related devices • Arizona
LEASE ADDENDUM This amendment supplements and amends the provisions of the Lease Agreement dated August 21, 1998, by and between TARGUN PROPERTIES, INC. ("Lessor") and, NATIONAL SCIENTIFIC CORPORATION ("Lessee"). In the event of any conflict or...Lease Addendum • January 3rd, 2000 • National Scientific Corp/Az
This amendment supplements and amends the provisions of the Lease Agreement dated August 21, 1998, by and between TARGUN PROPERTIES, INC. ("Lessor") and, NATIONAL SCIENTIFIC CORPORATION ("Lessee"). In the event of any conflict or inconsistency between the provisions of this Amendment and the provisions of the Lease, this Amendment shall prevail.
ASSIGNMENT In consideration of Ten Dollars ($10.00) and other valuable consideration, of which we acknowledge receipt, we, EL-BADAWY AMIEN EL-SHARAWY, of 1434 East Spur Avenue, Gilbert, Arizona 85296, and MAJID M. HASHEMI, of 1363 Corte Bonita, San...National Scientific Corp/Az • January 3rd, 2000
In consideration of Ten Dollars ($10.00) and other valuable consideration, of which we acknowledge receipt, we, EL-BADAWY AMIEN EL-SHARAWY, of 1434 East Spur Avenue, Gilbert, Arizona 85296, and MAJID M. HASHEMI, of 1363 Corte Bonita, San Jose CA 95120, (the Inventors) hereby sell, and assign, subject to the conditions set forth below, to NATIONAL SCIENTIFIC CORP., having offices at 4455 E. Camelback Road, Suite E-160, Phoenix, Arizona 85018, its successors and assigns, the entire right, title and interest in and to the improvements of MONOLITHIC INDUCTOR WITH MAGNETIC FLUX LINES GUIDED AWAY FROM SUBSTRATE, (the Invention) invented by us, as described in the application for United States Patent (M&G Docket Number 2238-020CIP), and any and all applications for patent and patents therefor in any and all countries, including all divisions, reissues, continuations and extensions thereof, and all rights of priority resulting from the filing of said United States application, and authorize an
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...SideChannel, Inc. • November 7th, 2023 • Services-computer processing & data preparation • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [HOLDER NAME] 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 December 14, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SideChannel, Inc., a Delaware corporation (the “Company”), up to [NUMBER OF SHARES] shares (the “Warrant Shares”) of common stock of the Company (the “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 1(b) hereto. Warrants issued hereunder are issued as replacement of warrants previously issued by the Company pursuant to that certain Securities Purchase Agreement, dated March 31, 2021.
