PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT MAWSON INFRASTRUCTURE GROUP, INC.Mawson Infrastructure Group Inc. • May 8th, 2023 • Finance services
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, H.C. Wainwright & Co., LLC 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 November 8, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 3, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Mawson Infrastructure Group, Inc., a Delaware corporation (the “Company”), up to 116,667 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 issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of May 1, 2023.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 19th, 2022 • Mawson Infrastructure Group Inc. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 17, 2022, between Mawson Infrastructure Group, 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”).
COMMON STOCK PURCHASE WARRANT MAWSON INFRASTRUCTURE GROUP, INC.Common Stock Purchase Warrant • July 19th, 2022 • Mawson Infrastructure Group Inc. • 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 January ___, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January ___, 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Mawson Infrastructure Group, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 8th, 2023 • Mawson Infrastructure Group Inc. • Finance services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 3, 2023, between Mawson Infrastructure Group, 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”).
COMMON STOCK PURCHASE WARRANT MAWSON INFRASTRUCTURE GROUP Inc.Mawson Infrastructure Group Inc. • October 29th, 2021 • Services-computer processing & data preparation • 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October __, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Wize Pharma, Inc., a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 23rd, 2018 • Wize Pharma, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 22, 2018, by and among Wize Pharma, Inc., a Delaware corporation, with headquarters located at 24 Hanagar Street, Hod Hasharon 4527708, Israel (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
UNDERWRITING AGREEMENTMawson Infrastructure Group Inc. • October 1st, 2021 • Services-computer processing & data preparation • New York
The undersigned, Mawson Infrastructure Group, 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 Mawson Infrastructure Group, 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.
W I T N E S S E T H - - - - - - - - - -Proceeds Escrow Agreement • February 10th, 2004 • Denali Concrete Management Inc • Concrete products, except block & brick
WARRANT AGREEMENTWarrant Agreement • October 1st, 2021 • Mawson Infrastructure Group Inc. • Services-computer processing & data preparation • New York
THIS WARRANT AGREEMENT made as of October 1, 2021 (the “Issuance Date”), between Mawson Infrastructure Group, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (and together with Computershare, the “Warrant Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 23rd, 2018 • Wize Pharma, Inc. • Pharmaceutical preparations • New York
BUSINESS CONSULTANT AGREEMENT January 1, 2005 ----------------- THIS AGREEMENT, dated this 1st day of January, 2005, ("Agreement"), by and between Denali Concrete Management, Inc., ("Company"), whose principal place of business is Anchorage, AK and...Business Consultant Agreement • March 3rd, 2005 • Denali Concrete Management Inc • Concrete products, except block & brick • Alaska
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 1st, 2024 • Mawson Infrastructure Group Inc. • Finance services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 3, 2023, between Mawson Infrastructure Group, 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”).
DENALI CONCRETE MANAGEMENT, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 23rd, 2011 • Denali Concrete Management Inc • Concrete products, except block & brick
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of November 21, 2011 by and between Denali Concrete Management, Inc., a Nevada corporation (the “Company”) and Can-Fite Biopharma Ltd. (“Can-Fite”).
Private Placement AgreementPrivate Placement Agreement • July 27th, 2017 • OphthaliX, Inc. • Pharmaceutical preparations
Whereas The Company is duly incorporated and validly exists under the Israeli laws and has the legal capacity to enter into and be bound by this Agreement, subject to the approval of the required organs of the Company;
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 10th, 2021 • Mawson Infrastructure Group Inc. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of 6 August, 2021, between Mawson Infrastructure Group Inc., a Delaware corporation (the “Company”), and the purchasers set forth on the signature pages affixed hereto (each, a “Purchaser” and, collectively, the “Purchasers”).
Made as of the 1 day of July, 2013OphthaliX, Inc. • July 2nd, 2013 • Pharmaceutical preparations
WHEREAS, on February 2, 2012 the shareholders of the Company approved the 2012 Stock Incentive Plan, a copy of which is attached as Exhibit A hereto (the "Plan"), on January 29, 2013 the Board of Directors of the Company has approved the Israeli Annex to the Plan to enable the grant of Options under Section 102 of the Israeli Tax Ordinance ("Section 102"), a copy of which is attached as Exhibit A hereto, forming an integral part hereof (the “ISOP”; the Plan and the ESOP shall collectively be referred to herein as the "ESOP"), on July 1, 2013 the Board of Director of the Company has resolved to grant to the Optionee an Option to purchase up to 235,000 Common Stock of the Company (collectively, the "Shares") in accordance with the terms of the ESOP; and
LICENSE AGREEMENTLicense Agreement • November 23rd, 2011 • Denali Concrete Management Inc • Concrete products, except block & brick
This License Agreement (this “Agreement”), dated November 21, 2011 (the “Effective Date”), is made by and between CAN-FITE Biopharma Ltd., a public company incorporated under the laws of the State of Israel (“CANFITE”), and Eye-Fite Ltd., a private company incorporated under the laws of the State of Israel (“EYEFITE”). CANFITE and EYEFITE are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties.”
SERVICES AGREEMENTServices Agreement • November 23rd, 2011 • Denali Concrete Management Inc • Concrete products, except block & brick
THIS SERVICES AGREEMENT (the “Agreement”) made as of this 21 day of November, 2011 (the “Effective Date”) by and between CAN-FITE BIOPHARMA LTD., an Israeli-registered public company whose principal place of business is located at 10 Bareket Street, Petach Tikva, Israel ( “CanFite”), DENALI CONCRETE MANAGEMENT INC., a Nevada-registered company, whose principal place of business is located at 123 West Nye Lane, Suite 129, Carson City, NV 89706 ("Denali"), USA and its wholly owned subsidiary, EYEFITE LTD., an Israeli-registered private company whose principal place of business is located at 12 Abba Hillel Silver, Ramat Gan 52506 , Israel ("EyeFite"; Denali and EyeFite collectively, the “Company”)
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • September 9th, 2022 • Mawson Infrastructure Group Inc. • Services-computer processing & data preparation • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into by and among CSRE PROPERTIES SANDERSVILLE, LLC, a Georgia limited liability company, having a mailing address at 2380 Godby Road, College Park, Georgia 30349 (“Purchaser”), LUNA SQUARES, LLC (f/k/a Innovative Property Management, LLC), a Delaware limited liability company, having a mailing address of Level 5, 97 Pacific Highway, North Sydney, NSW 2060 Australia (“Luna”), MAWSON INFRASTRUCTURE GROUP, INC., a Delaware corporation having a mailing address of Level 5, 97 Pacific Highway, North Sydney, NSW 2060 Australia (“MIG”) and Luna and MIG are collectively referred to as (“Seller”)), and CLEANSPARK, INC., a Nevada corporation having its principal executive office at 2370 Corporate Circle, Suite 160, Henderson, Nevada 89074 (“Parent”). The effective date of this Agreement (the “Effective Date”) shall be the day on which this Agreement is fully executed by Purchaser and Seller.
ContractStock Option Agreement • March 30th, 2012 • OphthaliX, Inc. • Concrete products, except block & brick • Utah
NEITHER THIS OPTION NOR THE SHARES ISSUABLE UPON EXERCISE OF THIS OPTION HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE ACT OR THE LAWS OF THE APPLICABLE STATE OR A “NO ACTION” OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH STATE STATUTES.
JOINT VENTURE AGREEMENTJoint Venture Agreement • February 12th, 2019 • Wize Pharma, Inc. • Pharmaceutical preparations
THIS JOINT VENTURE AGREEMENT (this “Agreement”), is entered into this 07 day of February, 2019, by and between Cannabics Pharmaceuticals, Inc., a Nevada corporation with an address at #3 Bethesda Metro Center, Suite 700 Bethesda, MD 20814 (“Cannabics”), and Wize Pharma, Inc., a Delaware corporation with an address at 24 Hanagar Street, PO Box 6653, Hod Hasharon, Israel (“Wize”), (Cannabics and Wize, each a “Founder”, and collectively, the “Founders”).
AMENDMENT TO CONVERTIBLE LOAN AGREEMENTSConvertible Loan Agreements • July 27th, 2021 • Mawson Infrastructure Group Inc. • Services-computer processing & data preparation
This Amendment to Convertible Loan Agreements (this “Amendment”), dated as of November 28, 2019 and effective November 29, 2019, is entered into by and among Wize Pharma Ltd., an Israeli private company #520033259 (the “Company”), Wize Pharma, Inc. (“Parent”), Rimon Gold Assets Ltd., an Israeli private company #514819424 (“Rimon Gold’’), Mobigo Inc (“Mobigo”), and Shimshon Fisher (“Fisher”, together with Rimon Gold and Mobigo, the “Lenders”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 20th, 2019 • Wize Pharma, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December __, 2019, between Wize Pharma, Inc., a Delaware corporation (the “Company”), and the purchasers set forth on the signature pages affixed hereto (each, a “Purchaser” and, collectively, the “Purchasers”).
ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2024 • Mawson Infrastructure Group Inc. • Finance services
THIS ADDENDUM TO THE EMPLOYMENT AGREEMENT (the “Agreement”) is made as of December 26, 2023, by and between Mawson Infrastructure Group, Inc. (the “Company”) and Rahul Mewawalla (the “Executive”) (together, the “Parties” and each a “Party”).
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • November 14th, 2019 • Wize Pharma, Inc. • Pharmaceutical preparations
This agreement (the “Amendment”) is entered into on November 8, 2019 (the "Effective Date"), by and between Resdevco Research and Development Company Ltd., reg. no. 510422223 (the "Licensor") and Wize Pharma Ltd., reg. no. 520033259, the former name of which is Star Night Technologies Ltd. (the “Licensee”) (the Licensor and the Licensee, each a “Party” and shall be collectively referred to hereinafter as the "Parties").
CONTINGENT VALUE RIGHTS AGREEMENTRights Agreement • January 5th, 2021 • Wize Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●] [●], 2021 (this “Agreement”), is entered into by and among Wize Pharma, Inc., a Delaware corporation (the “Company,” or “Wize”), Cosmos Capital Limited (ACN 636 458 912), an Australian company (“Cosmos”), [●], Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Wize US"), OcuWize Ltd., a company incorporated under the laws of the state of Israel and a wholly owned subsidiary of Wize US (“OcuWize”), [_______], as the Holders’ Representative (as defined herein), [●], as Rights Agent (the “Rights Agent”) and as initial CVR Registrar (as defined herein).
SERVICE FRAMEWORK AGREEMENTService Framework Agreement • April 1st, 2024 • Mawson Infrastructure Group Inc. • Finance services
Amendment 2 to Licensing Agreement – Ukraine MarketLicensing Agreement • July 27th, 2017 • OphthaliX, Inc. • Pharmaceutical preparations
RESTATED CONSULTING SERVICES AGREEMENTConsulting Services Agreement • August 22nd, 2018 • Wize Pharma, Inc. • Pharmaceutical preparations
This Restated Consulting Services Agreement (the “Agreement”) is entered into on August 20, 2018 and effective as of April 29, 2018 (the “Effective Date”), by and among Wize Pharma Ltd. (Registration Number 520033259), a limited liability company operating under the laws of Israel with offices at Hanagar 24, PO Box 6653 Hod Hasharon, Israel (the “Company”) and N. Danenberg Holdings (2000) Ltd. (Registration Number 512950981), a limited liability company operating under the laws of Israel having its principal place of business at Borochov 4, Hod- Hasharon, (the “Consulting Company”) through Noam Danenberg I.D. 27868272, an individual residing at Borochov 4, Hod Hasharon (“Mr. Danenberg”). The Company, Consultant and Mr. Danenberg are hereinafter referred to collectively as the “parties” and individually as a “party”.
CHAIRMAN AGREEMENTChairman Agreement • April 29th, 2019 • Wize Pharma, Inc. • Pharmaceutical preparations • New York
THIS CHAIRMAN AGREEMENT (“Agreement”) is entered into between Wize Pharma, Inc., a Delaware corporation (the “Company”), and Mark Sieczkarek (“Mr. Sieczkarek”) as of April 23, 2019 to be effective on April 23, 2019 (the “Effective Date”). WHEREAS, the Company wishes to engage the services of Mr. Sieczkarek, and Mr. Sieczkarek wishes to accept such an engagement with the Company, on the terms and conditions set forth herein;
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 19th, 2015 • OphthaliX, Inc. • Pharmaceutical preparations
This Share Purchase Agreement(this"Agreement") is made and entered into as of June 18,2015, by and between Mr. Dan Oz (the “Founder”) founder and shareholder ofImproved Vision Systems (I.V.S) Ltd., a company incorporated under the laws of the State of Israel (the "Company"), all other shareholders of the Company (the “Other Shareholders” together with the Founder, each listed on Schedule A hereto, the "Sellers"),and OphthaliX Inc., a corporation incorporated under the laws of the State of Delaware, or any subsidiary thereof (“OphthaliX” or the “Purchaser”). Each of the Sellers and the Purchaser shall sometimes be referred to as a "Party" and together, as the "Parties".
Wize Pharma and Cosmos Capital enter into Bid Implementation AgreementImplementation Agreement • December 31st, 2020 • Wize Pharma, Inc. • Pharmaceutical preparations
- Cosmos Capital, a digital infrastructure provider, to become publicly traded through a business combination with Wize
SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 15th, 2020 • Wize Pharma, Inc. • Pharmaceutical preparations
This Share Purchase Agreement (this “Agreement”) is made and entered into as of the 9 day of January, 2020, by and between Bonus BioGroup Ltd., an Israeli Public Company 520039777 (the “Company”) and Wize Pharma Inc., a Delaware corporation (the “Investor” or “Wize”).
AGREEMENT AND PLAN OF MERGER BETWEEN OPHTHALIX INC. A NEVADA CORPORATION AND OPHTHALIX INC. A DELAWARE CORPORATIONAgreement and Plan of Merger • April 5th, 2012 • OphthaliX, Inc. • Concrete products, except block & brick
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of the 24th day of February, 2012 is made by and between OphthaliX Inc., a Nevada corporation (“OphthaliX-NV”) and OphthaliX Inc., a Delaware corporation (“OphthaliX-DE” also known as the “Surviving Entity”).
AMENDMENT NO. 1 TO THE LETTER OF INTENTDenali Concrete Management Inc • September 16th, 2008 • Concrete products, except block & brick
Amendment No. 1 (the “Amendment No. 1”), dated as of September 15, 2008, to the Letter of Intent, dated as of July 23, 2008, entered into by and among Denali Concrete Management Inc., a Nevada corporation (“Denali”), and ZZPartners, Inc., a Nevada corporation (“ZZP”).
