Coretec Group Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 3rd, 2021 • Coretec Group Inc. • Communications equipment, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 2, 2021, between The Coretec Group Inc., an Oklahoma corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT THE CORETEC GROUP INC.
Common Stock Purchase Agreement • March 3rd, 2021 • Coretec Group Inc. • Communications equipment, 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 set forth herein (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 The Coretec Group Inc., an Oklahoma 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).

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT THE CORETEC GROUP INC.
Placement Agent Agreement • March 3rd, 2021 • Coretec Group Inc. • Communications equipment, nec

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 herein (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 7, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from The Coretec Group Inc., an Oklahoma 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). This Warrant is being issued pursuant to that certain engagement letter, dated as of February 26, 2021, by and between the Company and H.C. Wainwright & Co., LLC.

COMMON STOCK PURCHASE WARRANT 3DICON CORPORATION
Warrant Agreement • July 3rd, 2012 • 3dicon Corp • Communications equipment, nec • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or times on or after the date hereof (the “Exercisability Date”), but not after 11:59 p.m., New York City time, on ______, 201[ ] (the “Termination Date”), to subscribe for and purchase from 3DIcon Corporation, an Oklahoma Corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 3rd, 2021 • Coretec Group Inc. • Communications equipment, nec

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 2, 2021, by and between The Coretec Group Inc., an Oklahoma corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

Date of Issuance: 8/15/14 10% CONVERTIBLE DEBENTURE DUE 8/15/15
Securities Agreement • November 14th, 2014 • 3dicon Corp • Communications equipment, nec

THIS DEBENTURE is a duly authorized and issued 10% Convertible Debenture of 3DIcon Corporation having a principal place of business at 6804 South Canton Avenue Suite 150 Tulsa, OK 74136 ("Company"), due 8/15/15 (the "Debenture").

SETTLEMENT AGREEMENT AND STIPULATION
Settlement Agreement • July 31st, 2013 • 3dicon Corp • Communications equipment, nec • Florida

THIS SETTLEMENT AGREEMENT and Stipulation dated as of July 17, 2013 by and between 3DIcon Corporation (“3D” or the “Company”), a corporation formed under the laws of the State of Oklahoma, and IBC Funds, LLC (“IBC”), a Nevada Limited Liability Company.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 26th, 2007 • 3dicon Corp • Communications equipment, nec • California

Registration Rights Agreement dated as of November 21, 2007 (this “Agreement”) by and between 3DIcon Corporation, an Oklahoma corporation, with principal executive offices located at 7507 Sandusky Ave., Tulsa, Oklahoma 74136 (the “Company”), and Golden Gate Investors, Inc. (the “Holder”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 7th, 2013 • 3dicon Corp • Communications equipment, nec • Georgia

AGREEMENT, dated as of October 1, 2013, between 3DICON Corporation (“Company”), and GCA Strategic Investment Fund Limited (“Purchaser”).

Contract
Convertible Debenture • December 15th, 2006 • 3dicon Corp • California

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.

Contract
Convertible Debenture Agreement • November 26th, 2007 • 3dicon Corp • Communications equipment, nec • California

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • June 1st, 2016 • 3dicon Corp • Communications equipment, nec • New York

This Share Exchange Agreement (the “Agreement”), is made and entered into as of May 31, 2016, by and among 3DIcon Corporation, an Oklahoma corporation (“Parent”), Coretec Industries, LLC, a North Dakota limited liability company (the “Company”), and the members of the Company (each a “Member” and collectively the “Members”). Certain other capitalized terms used in this Agreement are defined in Exhibit A, attached hereto.

SECURITIES SETTLEMENT AGREEMENT
Securities Settlement Agreement • November 14th, 2014 • 3dicon Corp • Communications equipment, nec • Florida

THIS AGREEMENT (“Agreement”) is by and between Redwood Management, LLC (“CLAIMANT” or "Redwood") and the undersigned 3Dicon Corporation ("COMPANY" or "DEBTOR") and is entered into as of the effective date below, all with reference to the following facts, which the parties agree are true and correct:

Contract
Warrant Agreement • October 18th, 2007 • 3dicon Corp • Communications equipment, nec • New York

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, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO 3DICON CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

CREDIT AGREEMENT by and between The Coretec Group Inc. and Diversified Alpha Fund of Navigator Global Fund Manager Platform SPC Dated as of October 4, 2019
Credit Agreement • October 15th, 2019 • Coretec Group Inc. • Communications equipment, nec • Minnesota

THIS CREDIT AGREEMENT (this “Agreement”) is made effective as of this 4th day of October, 2019, by and between The Coretec Group Inc., an Oklahoma corporation (“Borrower”), and Diversified Alpha Fund of Navigator Global Fund Manager Platform SPC, a Grand Cayman entity, located at c/o Mainstream Fund Services Ltd., 3rd Floor, Citrus Grove, Goring Avenue, P.O. Box 10364, Grand Cayman (“Lender”).

SECURITIES PURCHASE AGREEMENT AND CONVERTIBLE NOTE
Securities Purchase Agreement and Convertible Note • July 26th, 2013 • 3dicon Corp • Communications equipment, nec • New York

THIS IS AMENDMENT (the “Amendment") being executed and delivered by and between 3DICON Corporation, an Oklahoma corporation ("3DI"), and CP US Income Group LLC ("CPUS"), and dated as of July 22, 2013 (the “Amendment Date”) in order to amend that certain Securities Purchase Agreement and Convertible Bridge Note dated as of August 24, 2012 .

PRE-FUNDED COMMON STOCK PURCHASE WARRANT THE CORETEC GROUP INC.
Security Agreement • March 3rd, 2021 • Coretec Group Inc. • Communications equipment, nec

THIS PRE-FUNDED 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 herein (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from The Coretec Group Inc., an Oklahoma 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).

3DICON CORPORATION SUBSCRIPTION AGREEMENT
Subscription Agreement • July 3rd, 2012 • 3dicon Corp • Communications equipment, nec • New York

The undersigned in this Subscription Agreement hereby acknowledges receipt of the prospectus, dated __________________, 2012, of 3DIcon, an Oklahoma Corporation, (the “Prospectus” and the “Company”), and irrevocably subscribes for __________ shares (the “Shares”) of the Company’s common stock, par value $0.0002 per share (the “Common Stock”) and warrants (the “Warrants”) to purchase __________ shares of Common Stock for an aggregate purchase price of $____________.

AGREEMENT by and between The Coretec Group Inc. Suite 1200, 333 Jackson Plaza Ann Arbor, Michigan 48103 and Matthew Hoffman Saline, MI 48176 Cell: +1 734.277.0668 matthewhoffman5@gmail.com
Employment Agreement • March 12th, 2021 • Coretec Group Inc. • Communications equipment, nec

The Coretec Group Inc. (“Coretec”) (hereinafter referred to as the “Company”) is pleased to offer Matthew Hoffman a position as Chief Financial Officer (CFO) (hereinafter “Consultant”) this agreement (hereinafter “Agreement”) on the terms and conditions set forth herein effective as of the 18th day of May 2020 (hereinafter the “Effective Date”). Company and Consultant may be referred to herein, whether singular or plural, as “Party” or “Parties” as may be applicable.

EMPLOYMENT AGREEMENT
Employment Agreement • October 17th, 2008 • 3dicon Corp • Communications equipment, nec

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is executed in Tulsa, Oklahoma to be effective as of the 29th day of April, 2007, by 3DIcon Corporation, an Oklahoma corporation, (“3DIcon”), with its principal place of business located in Tulsa, Oklahoma, and Vivek Bhaman, a resident of California (“Employee”).

Amendment No. 2 to the Share Exchange Agreement
Share Exchange Agreement • August 5th, 2024 • Coretec Group Inc. • Communications equipment, nec

This Amendment No. 2 to the Share Exchange Agreement, dated as of July 31, 2024 (the “Second Amendment Agreement”), between The Coretec Group, Inc., an Oklahoma corporation (“Parent”), Core Optics, LLC, a Virginia limited liability company (the “Company”), Core Optics Co., Ltd., a Republic of Korea corporation (“Operating Subsidiary”) and Core SS LLC, a Virginia limited liability company (the “Member” and together with the Parent, Company and the Operating Subsidiary, the “Parties,” and each, a “Party”).

SPONSORED RESEARCH AGREEMENT FY06-ORA3-06 MODIFICATION NO. 2
Sponsored Research Agreement • December 15th, 2006 • 3dicon Corp

For Valuable Consideration, the receipt and sufficiency of which are acknowledged by the parties, the Sponsored Research Agreement (hereinafter referred to as "SRA Agreement") dated July 15, 2005, between the Board of Regents of the University of Oklahoma, an education agency of the State of Oklahoma, (hereinafter referred to as "University") and 3DICON Corporation, an Oklahoma corporation with principal offices at P O Box 470941, Tulsa, Oklahoma 74147-0941, (hereinafter referred to as "Sponsor"), as amended by Modification No 1, is hereby further amended as follows:

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THE CORETEC GROUP, INC. NON-QUALIFIEDSTOCK OPTION AWARD AGREEMENT
Non-Qualified Stock Option Award Agreement • October 1st, 2021 • Coretec Group Inc. • Communications equipment, nec • Oklahoma

This NON-QUALIFIED STOCK OPTION AWARD AGREEMENT ("Agreement") is made and entered into as of the date set forth below, by and between The Coretec Group, Inc., an Oklahoma corporation (the "Company"), and the officer, director, employee or consultant of the Company named in Section 1(b). ("Optionee"):

WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • June 18th, 2024 • Coretec Group Inc. • Communications equipment, nec • New York

This WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of June 18, 2024, is made and entered into between The Coretec Group Inc., State of Oklahoma corporation (the “Company”), and Armistice Capital Master Fund Ltd. (“Seller”).

Dear Sirs, Letter of Variation We refer to the Credit Agreement dated 4th October 2019 between
Credit Agreement • November 22nd, 2021 • Coretec Group Inc. • Communications equipment, nec

We are writing to inform you that with effect from 1st October 2021 your request to modify the terms and conditions of the repayment has been accepted.

Agreement by and between: The Coretec Group, Inc. Ann Arbor, MI 48103 and Matthew Kappers Concordia Financial Group, LLC Cincinnati, Ohio 45208
Employment Agreement • June 21st, 2021 • Coretec Group Inc. • Communications equipment, nec

The Coretec Group, Inc. (hereinafter referred to as the "Company") is pleased to offer Matthew Kappers (hereinafter "CEO") a position as Chief Executive Officer (CEO) and Member of the Board of Directors (Member) detailed in this agreement (hereinafter "Agreement") on the terms and conditions set forth herein effective as of the 15th day of June 2021 (hereinafter the "Effective Date"). Company and CEO may be referred to herein, whether singular or plural, as "Party" or "Parties" as may be applicable.

THE CORETEC GROUP, INC. NON-QUALIFIEDSTOCK OPTION AWARD AGREEMENT
Non-Qualified Stock Option Award Agreement • November 1st, 2023 • Coretec Group Inc. • Communications equipment, nec • Oklahoma

This NON-QUALIFIED STOCK OPTION AWARD AGREEMENT ("Agreement") is made and entered into as of the date set forth below, by and between The Coretec Group, Inc., an Oklahoma corporation (the "Company"), and the officer, director, employee or consultant of the Company named in Section 1(b). ("Optionee"):

SPONSORED RESEARCH AGREEMENT FY06-ORA3-06
Sponsored Research Agreement • December 15th, 2006 • 3dicon Corp • Oklahoma

THIS AGREEMENT is entered into by and between the Board of Regents of the University of Oklahoma, an educational agency of the State of Oklahoma (hereinafter referred to as "University") and 3DICON Corporation, an Oklahoma corporation with principal offices at P O Box 470941, Tulsa, OK 74147-0941 (hereinafter referred to as "Sponsor").

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 15th, 2006 • 3dicon Corp • California

Securities Purchase Agreement dated as of November 3, 2006 (this “Agreement”) by and between 3DIcon Corporation, an Oklahoma corporation, with principal executive offices located at 7507 Sandusky Ave., Tulsa, Oklahoma 74136 (the “Company”), and Golden Gate Investors, Inc., a California corporation (“Holder”).

SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT and CONVERTIBLE NOTE
Securities Purchase Agreement and Convertible Note • August 5th, 2013 • 3dicon Corp • Communications equipment, nec • Georgia

THIS SECOND AMENDMENT (the “Amendment") is being executed and delivered by and between 3DICON Corporation, an Oklahoma corporation ("3DI"), and Victor F. Keen, (the "Purchaser"), and dated as of May 15, 2013 (the “Amendment Date”) in order to amend that certain Securities Purchase Agreement and Convertible Bridge Note by and between 3DI and Purchaser dated as of September 10, 2012.

COMBINED AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT AND DEBENTURE
Securities Purchase Agreement and Debenture • December 15th, 2006 • 3dicon Corp

This Amendment No. 1 to the Securities Purchase Agreement and the First Debenture, as defined below, (this “Amendment”) is entered to be effective as of the 15th day of December, 2006, by 3DIcon Corporation, an Oklahoma corporation, with principal executive offices located at 7507 Sandusky Ave., Tulsa, Oklahoma 74136 (the “Company”), and Golden Gate Investors, Inc., a California corporation (“Holder”).

RE: Agreement for Settlement of Note and Accrued Interest by Exchange for Common Stock Mr. Febbraro and Mr. Brown:
Settlement Agreement • August 22nd, 2024 • Coretec Group Inc. • Communications equipment, nec • New York

Reference is made to that certain Promissory Note issued by the Coretec Group Inc. (“CRTG” or the “Company”) to Carlton James Diversified Alpha Fund SP, a segregated portfolio of Navigator Global Fund Manager Platform SPC (“Lender”) dated October 4, 2019 (the “Note”), issued pursuant to that certain Credit Agreement dated October 4, 2019, and the subsequent letter of variation signed on 4th October 2020 by and between the Company and the Lender (“Credit Agreement”). Further reference is made to that certain Share Exchange Agreement dated March 1, 2024, by and between the Company, Core Optics, LLC, Core Optics Co., Ltd., and Core SS LLC, as amended by the Amendment to the Share Exchange Agreement dated June 27, 2024 (together the “Transaction Documents” and the transaction contemplated thereunder the “Transaction”.) CRTG and the Lender are sometimes referred to individually as a “party” and collectively as the “parties” in this Letter Agreement. The purpose of this letter agreement (“Le

Supply Contract
Supply Contract • June 30th, 2020 • Coretec Group Inc. • Communications equipment, nec
SETTLEMENT AGREEMENT AND GENERAL RELEASE
Settlement Agreement • July 2nd, 2018 • Coretec Group Inc. • Communications equipment, nec • North Dakota

This Settlement Agreement and General Release ("Agreement") is made and entered into this 29th day of June 2018 by and Coretec Industries LLC, its holding company The Coretec Group, Inc. (collectively, "Coretec") and NDSU Research Foundation, ("NDSURF").

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • March 6th, 2024 • Coretec Group Inc. • Communications equipment, nec • New York

This Share Exchange Agreement (the “Agreement”), is made and entered into as of March 1, 2024 by and among The Coretec Group, Inc., an Oklahoma corporation (“Parent”), Core Optics, LLC, a Virginia limited liability company (the “Company”), Core Optics Co., Ltd., a Republic of Korea corporation (“Operating Subsidiary”) and Core SS LLC, a Virginia limited liability company (the “Member”). Certain other capitalized terms used in this Agreement are defined in Exhibit A, attached hereto.

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