COMMON STOCK PURCHASE WARRANTDiffusion Pharmaceuticals Inc. • December 13th, 2019 • Pharmaceutical preparations
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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 13, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Diffusion Pharmaceuticals Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (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 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 13th, 2019 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 11, 2019, between Diffusion Pharmaceuticals 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2014 • RestorGenex Corp • Services-amusement & recreation services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 29, 2014, between RestorGenex Corporation, a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
Emanuele ROSSIShare Purchase Agreement • August 11th, 2008 • Stratus Media Group, Inc • Services-miscellaneous repair services
LOAN AGREEMENT This Loan Agreement (this "Agreement") is entered into as of April 10, 1998 by and between Wells Fargo Bank, National Association ("Lender") and Titan Motorcycle Co. of America, a Nevada corporation ("Borrower"). W I T N E S S E T H:...Loan Agreement • October 15th, 1999 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • California
2- 3 on the Borrower's financial condition, properties or operations; (ii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect, having applicability to Borrower, or the articles of...Loan and Security Agreement • September 7th, 2000 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • Arizona
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 7, 2000 (this "Agreement"), is made by and between TITAN MOTORCYCLE CO. OF AMERICA, a Nevada corporation (the "Company"), and the person named on the signature page...Registration Rights Agreement • March 24th, 2000 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • Arizona
FIFTH AMENDMENT TO LOAN AGREEMENT THIS FIFTH AMENDMENT TO LOAN AGREEMENT (the "Amendment") is made as of this 28th day of July, 1999 by and between TITAN MOTORCYCLE CO. OF AMERICA, a Nevada corporation ("Borrower") WELLS FARGO CREDIT, INC., a...Loan Agreement • October 15th, 1999 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • California
1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth below, is entered into by and between TITAN MOTORCYCLE CO. OF AMERICA, a Nevada corporation, with headquarters located at...Securities Purchase Agreement • June 22nd, 2000 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • New York
COMMON STOCK PURCHASE WARRANTDiffusion Pharmaceuticals Inc. • February 18th, 2021 • Pharmaceutical preparations • 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 February ___, 20261 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Diffusion Pharmaceuticals Inc., 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). This Warrant is being issued pursuant to the terms of the Underwriting Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 18th, 2015 • RestorGenex Corp • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made as of , 20 by and between RestorGenex Corporation, 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 except as otherwise provided herein.
DIFFUSION PHARMACEUTICALS INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 DEBT SECURITIESIndenture • May 16th, 2019 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [•], 20[•], among DIFFUSION PHARMACEUTICALS INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth below, is entered into by and between TITAN MOTORCYCLE CO. OF AMERICA, a Nevada corporation, with headquarters located at...Securities Purchase Agreement • August 21st, 2000 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 13th, 2019 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 13, 2019, between Diffusion Pharmaceuticals 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”).
STANDARD COMMERCIAL-INDUSTRIAL TRIPLE NET LEASE BASIC TERMS SHEET This Basic Terms Sheet to that certain Standard Commercial-Industrial Triple Net Lease between the parties listed below is for the convenience of the parties in quickly referencing...Titan Motorcycle Co of America Inc • June 16th, 1998 • Arizona
TITAN MOTORCYCLE CO. OF AMERICA AND KOCH INVESTMENT GROUP LIMITED SERIES A CONVERTIBLE PREFERRED STOCK AND COMMON STOCK PURCHASE WARRANTSSubscription Agreement • October 1st, 1999 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • Arizona
1 EXHIBIT 4.3 THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT...Titan Motorcycle Co of America Inc • June 22nd, 2000 • Services-miscellaneous repair services
1 Exhibit 4.2 THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT...Titan Motorcycle Co of America Inc • August 21st, 2000 • Services-miscellaneous repair services
RECITALS:Intercreditor Agreement • August 21st, 2000 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • Arizona
MANUFACTURER'S/DISTRIBUTOR'S FINANCING AGREEMENT (ONE-STEP) (CONSUMER PRODUCTS) This Manufacturer's/Distributor's Financing Agreement is entered into as of the 25 day of April, 1997 by and between Titan Motorcycle Co. of America, a Arizona corporation...Financing Agreement • October 15th, 1999 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • Illinois
LEASE FOR TERM ROUGH ICE, L.L.C., AN ARIZONA LIMITED LIABILITY COMPANY, hereinafter called Landlord" and TITAN MOTORCYCLE CO. OF AMERICA hereinafter called Tenant agree as follows: WITNESSETH: 1. THE LEASED PREMISES In consideration of the rents and...Titan Motorcycle Co of America Inc • October 15th, 1999 • Services-miscellaneous repair services
2 3 (b) APPLICABILITY. The provisions of this Agreement apply to Registration Statements for Registrable Securities applicable to transactions consummated on the Initial Closing Date and on the Additional Closing Date independently, except as the...Registration Rights Agreement • June 22nd, 2000 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • New York
1 Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 11, 2000 (this "Agreement"), is made by and between TITAN MOTORCYCLE CO. OF AMERICA, a Nevada corporation, with headquarters located at 2222 West Peoria...Registration Rights Agreement • August 21st, 2000 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 20th, 2020 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 18, 2020, between Diffusion Pharmaceuticals 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”).
RECITALSLoan Agreement • October 15th, 1999 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANTDiffusion Pharmaceuticals Inc. • November 13th, 2019 • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 13, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Diffusion Pharmaceuticals Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (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 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of Octob
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • November 8th, 2019 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2019, between Diffusion Pharmaceuticals 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”).
DIFFUSION PHARMACEUTICALS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2018 • Diffusion Pharmaceuticals Inc. • Pharmaceutical preparations • New York
The undersigned, Diffusion Pharmaceuticals Inc., 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 Diffusion Pharmaceuticals 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.
FORM OF PLACEMENT AGENT COMMON STOCK PURCHASE WARRANTDiffusion Pharmaceuticals Inc. • November 8th, 2019 • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______, 20241 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Diffusion Pharmaceuticals Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (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 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of October 7
29,268,294 SHARES of Common Stock DIFFUSION PHARMACEUTICALS INC. AMENDED AND RESTATED UNDERWRITING AGREEMENTDiffusion Pharmaceuticals Inc. • February 18th, 2021 • Pharmaceutical preparations • New York
The undersigned, Diffusion Pharmaceuticals Inc., 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 Diffusion Pharmaceuticals 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. This Amended and Restated Underwriting Agreement amends, restates and supersedes in its entirety the pr
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANTDiffusion Pharmaceuticals Inc. • May 8th, 2020 • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 8, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Diffusion Pharmaceuticals Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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 is being issued pursuant to that certain engagement letter, dated as of March 27, 2020, by and between the Company and H.C. Wainwright & Co., LLC (the “Engagement Letter”).
EXHIBIT 10.2 INDUSTRIAL LEASE AGREEMENT THIS LEASE is made and entered into as of September 25, 1998, by and between Biltmore Peoria LLC (hereinafter "Landlord"), and Titan Motorcycle Company of America, a Nevada corporation (hereinafter"Tenant"). For...Industrial Lease Agreement • November 17th, 1998 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • Arizona
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANTDiffusion Pharmaceuticals Inc. • May 20th, 2020 • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 18, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Diffusion Pharmaceuticals Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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 is being issued pursuant to that certain engagement letter, dated as of March 27, 2020, by and between the Company and H.C. Wainwright & Co., LLC (the “Engagement Letter”).
STANDARD COMMERCIAL-INDUSTRIAL TRIPLE NET LEASE BASIC TERMS SHEET This Basic Terms Sheet to that certain Standard Commercial-Industrial Triple Net Lease between the parties listed below is for the convenience of the parties in quickly referencing...Work Letter Agreement • October 15th, 1999 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services
ANNEX II TO SUBSCRIPTION AGREEMENTSubscription Agreement • March 24th, 2000 • Titan Motorcycle Co of America Inc • Services-miscellaneous repair services • Arizona
