Cemtrex Inc Sample Contracts

Cemtrex Inc – Cemtrex Provides Notice of Proposed Settlement of Derivative Litigation (February 8th, 2019)

Long Island City, NY, February 8, 2019 – Cemtrex Inc. (Nasdaq: CETX, CETXP, CETXW), a leading global technology and manufacturing company, today announced that, on January 4, 2019, the Company, in its capacity as a nominal defendant, entered into a Stipulation and Agreement of Settlement (“Stipulation”) in the shareholder derivative actions filed in the U.S. District Court Eastern District of New York, Desmond-Newman v. Govil, et al., Case No. 2:18-cv-03992 (JFB) (AYS), and in New York State Supreme Court Suffolk County, Alami v. Govil, et al., No. 606635/2017 (collectively, “Derivative Litigation”).

Cemtrex Inc – AT THE MARKET OFFERING AGREEMENT January 28, 2019 (January 28th, 2019)
Cemtrex Inc – Research and Development Services Agreement (January 11th, 2019)

This Agreement is made and entered into as of this 8th day of August, 2018 by and between Vicon Industries, Inc., having a principal place of business at 135 Fell Court, Hauppauge, New York (hereinafter referred to as “Vicon” or “Parent”) and Cemtrex, Inc., having a principal place of business at 19 Engineers Lane, Farmingdale, New York 11735, and its subsidiaries. (hereinafter referred to as “Cemtrex”).

Cemtrex Inc – FORM OF LETTER CEMTREX, INC. (November 26th, 2018)

This letter is being distributed by Cemtrex, Inc. (“Cemtrex”) relating to the rights offering by Cemtrex of non-transferable subscription rights (the “Subscription Rights Certificates”) distributed to all holders of record of shares of Cemtrex’ common stock, par value $0.01 per share, and series 1 warrants, at 4:00 p.m., Eastern time, on November 20, 2018 (the “record date”). The rights are described in the prospectus supplement (a copy of which accompanies this letter).

Cemtrex Inc – FORM OF LETTER CEMTREX, INC. (November 26th, 2018)

This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with the rights offering by Cemtrex, Inc. of subscription rights certificates (“Subscription Rights Certificates”) relating to the rights offering by Cemtrex, Inc. (“Cemtrex”) of non-transferable subscription rights distributed to all holders of record of Cemtrex’s shares of common stock, par value $0.001 per share, and series 1 warrants, at 4:00 p.m., Eastern time, on November 20, 2018 (the “record date”). The rights are described in the prospectus supplement.

Cemtrex Inc – DEALER-MANAGER AGREEMENT (November 26th, 2018)
Cemtrex Inc – FORM OF NOTICE OF GUARANTEED DELIVERY FOR RIGHTS CERTIFICATES ISSUED BY CEMTREX, INC. (November 26th, 2018)

This form, or one substantially equivalent hereto, must be used to exercise the subscription rights pursuant to the rights offering as described in the Prospectus Supplement dated November 21, 2018 of Cemtrex, Inc., a Delaware corporation (“Cemtrex”), if a holder of subscription rights cannot deliver the certificate(s) evidencing the rights to the subscription agent listed below prior to 5:00 p.m., Eastern time, on December 19, 2018 (as it may be extended, the “Expiration Date”). Such form must be delivered by hand or sent by telegram, facsimile transmission, first class mail or overnight courier to the subscription agent, and must be received by the subscription agent prior to the Expiration Time. See “The Rights Offering — Methods for Exercising Subscription Rights” in the prospectus supplement.

Cemtrex Inc – Cemtrex, Inc. (August 22nd, 2018)
Cemtrex Inc – UNDERWRITING AGREEMENT (August 22nd, 2018)
Cemtrex Inc – SECURITIES PURCHASE AGREEMENT (March 27th, 2018)

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 23, 2018, by and between Cemtrex, Inc., a Delaware corporation (“Buyer”), and NIL Funding Corporation, a Delaware corporation (“Seller”). Buyer and Seller are sometimes together referred to in this Agreement as the “Parties” and individually as a “Party.”

Cemtrex Inc – NONSTATUTORY STOCK OPTION AGREEMENT CEMTREX Inc. (February 14th, 2018)

Cemtrex Inc. (the “ Corporation”) and, Saagar Govil (the “ Optionee “) an employee of the Corporation, in consideration of the covenants and agreements herein contained and intending to be legally bound hereby, agree as follows:

Cemtrex Inc – Contract for the sale and transfer of the business between (November 24th, 2017)
Cemtrex Inc – Amendment to the asset purchase agreement of the transfer of the business operation “Periscope” dated of 25th May 2016 (November 24th, 2017)

This following statement of the asset purchase agreement of the transfer of the business operation “Periscope” dated of 25th May 2016 shall be clarified by this amendment:

Cemtrex Inc – State of Delaware Secretary of State Division of Corporations Delivered 10:05 AM 09/07/2017 FILED 10:05 AM 09/07/2017 SR 20176050538 – File Number 2888556 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF CEMTREX, INC. (a Delaware corporation) (September 8th, 2017)
Cemtrex Inc – FORM OF SENIOR OR SUBORDINATED INDENTURE [FORM OF SENIOR OR SUBORDINATED INDENTURE] CEMTREX, INC. TO [SENIOR/SUBORDINATED] INDENTURE DATED AS OF (June 5th, 2017)

[SENIOR/SUBORDINATED] INDENTURE, ss.310(a)(1) dated as of                                ,        between Cemtrex, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 19 Engineers Lane, Farmingdale, NY 11735, and [             ], a national banking association duly organized and existing under the laws of the United States of America as Trustee (herein called the “Trustee”).

Cemtrex Inc – CEMTREX, INC., Plaintiff, v. RICARDO ANTONIO PEARSON a/k/a RICHARD PEARSON and JOHN DOES No. 1-10, Defendant. ) ) ) ) ) ) ) ) ) ) ) ) Case 2:17-CV-01258 COMPLAINT JURY TRIAL DEMANDED (March 7th, 2017)

Plaintiff Cemtrex, Inc. (“Cemtrex” or the “Company”), by its attorneys Olshan Frome Wolosky LLP, for its Complaint alleges on personal knowledge as to its own actions and upon information and belief as to the actions of others, as follows:

Cemtrex Inc – NONSTATUTORY STOCK OPTION AGREEMENT CEMTREX Inc. (February 14th, 2017)

Cemtrex Inc.(the “Corporation”) and , Saagar Govil (the “Optionee”) an employee of the Corporation, in consideration of the covenants and agreements herein contained and intending to be legally bound hereby, agree as follows:

Cemtrex Inc – EXCHANGE AGREEMENT (February 10th, 2017)

THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of February 1, 2017, by and between Cemtrex, Inc., a Delaware corporation (the “Company”), and Ducon Technologies, Inc., a Delaware corporation (the “Holder”).

Cemtrex Inc – CEMTREX INC. CERTIFICATE OF DESIGNATION OF THE SERIES 1 PREFERRED STOCK SETTING FORTH THE POWERS, PREFERENCES, RIGHTS, QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF SUCH SERIES OF PREFERRED STOCK (January 24th, 2017)

Pursuant to Section 151 of the Delaware General Corporation Law, Cemtrex Inc., a Delaware corporation (the “Corporation”), DOES HEREBY CERTIFY:

Cemtrex Inc – NONSTATUTORY STOCK OPTION AGREEMENT (December 28th, 2016)

Cemtrex Inc.(the “Corporation”) and, Saagar Govil (the “Optionee”) an employee of the Corporation, in consideration of the covenants and agreements herein contained and intending to be legally bound hereby, agree as follows:

Cemtrex Inc – DEALER-MANAGER AGREEMENT (December 27th, 2016)
Cemtrex Inc – Cemtrex Announces Commencement of Subscription Rights Offering and Determination of Warrant Exercise Price (December 27th, 2016)

FARMINGDALE, NY, December [27], 2016 – Cemtrex, Inc. (NasdaqCM: CETX) is launching tomorrow its previously announced $15.0 million subscription rights offering. The offering will allow Cemtrex’s stockholders of record to purchase up to 1,500,000 units, each consisting of one share of series 1 preferred stock, paying cumulative dividends at the rate of 10% of the purchase price per year, and two five-year series 1 warrants, upon the exercise of subscription rights at the purchase price of $10.00 per unit. The exercise price of the series 1 warrants has been set at $6.31 per share, representing 115% of the five-day volume weighted average price per share of common stock prior to and including the record date of the rights offering.

Cemtrex Inc – FORM OF DEALER-MANAGER AGREEMENT (December 7th, 2016)
Cemtrex Inc – OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas, 15th Floor New York, New York 10019 (December 7th, 2016)
Cemtrex Inc – FORM OF LETTER CEMTREX, INC. Subscription Rights to Purchase Units Offered Pursuant to Subscription Rights Distributed to Subscription Rights Holders of Cemtrex, Inc. _____, 2016 (December 7th, 2016)

This letter is being distributed by Cemtrex, Inc. (“Cemtrex”) to all holders of record of shares of its common stock, par value $0.001 per share, and warrants at 5:00 p.m., Eastern time, on December__ , 2016 (the “record date”), in connection with a distribution in a rights offering of non-transferable subscription rights to subscribe for and purchase units, each unit consisting of one share of our Series 1 Preferred (“Series 1 Preferred”) and two Series 1 Warrants. The subscription rights and units are described in the prospectus dated December__ , 2016 (a copy of which accompanies this letter).

Cemtrex Inc – FORM OF SERIES 1 WARRANT TO PURCHASE COMMON STOCK CEMTREX, INC. (December 7th, 2016)

THIS SERIES 1 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 ______, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cemtrex, Inc., a Delaware corporation (the “Company”), up to ______ shares of the Company’s Common Stock, subject to adjustment hereunder, the “Warrant Shares”). This Warrant was issued as part of a unit, each unit consisting of one share of the Company’s Series 1 Preferred Stock (“Series 1 Preferred”) and two Warrants. The purchase price of one share of Common Stock under this Warrant shall be equal to $___ (“Exercise Price”).

Cemtrex Inc – REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (November 29th, 2016)

We have audited the balance sheets of Periscope GmbH i.I (the “Company”) and the related consolidated statements of operations and cash flows, for the twelve months period ended December 31, 2015 and for the period April 01, 2014 to December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

Cemtrex Inc – OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas, 15th Floor New York, New York 10019 (November 23rd, 2016)
Cemtrex Inc – FORM OF NOTICE OF GUARANTEED DELIVERY FOR RIGHTS CERTIFICATES ISSUED BY CEMTREX, INC. (November 23rd, 2016)

This form, or one substantially equivalent hereto, must be used to exercise the subscription rights pursuant to the rights offering as described in the prospectus dated _____ of Cemtrex, Inc., a Delaware corporation (“Cemtrex”), if a holder of subscription rights cannot deliver the certificate(s) evidencing the rights to the subscription agent listed below prior to 5:00 p.m., Easter time, on _____, 2016, (as it may be extended, the “Expiration Time”). Such form must be delivered by hand or sent by telegram, facsimile transmission, first class mail or overnight courier to the subscription agent, and must be received by the subscription agent prior to the Expiration Time. See “The Rights Offering — Method of Exercising Subscription Rights” in the prospectus.

Cemtrex Inc – FORM OF LETTER CEMTREX, INC. Subscription Rights to Purchase Units Offered Pursuant to Subscription Rights Distributed to Record Holders of Cemtrex, Inc. (November 23rd, 2016)

This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with the rights offering by Cemtrex, Inc. (“Cemtrex”) of units, each unit consisting of one share of our Series 1 Preferred Stock (“Series 1 Preferred”) and two Series 1 Warrants, pursuant to non-transferable subscription rights distributed to all holders of record of shares of Cemtrex common stock, par value $0.001 per share, at 5:00 p.m., Eastern time, on _____, 2016 (the “record date”). The subscription rights and units are described in the offering prospectus dated _____, 2016.

Cemtrex Inc – FORM OF LETTER CEMTREX, INC. Subscription Rights to Purchase Units Offered Pursuant to Subscription Rights Distributed to Subscription Rights Holders of Cemtrex, Inc. _____, 2016 (November 23rd, 2016)

This letter is being distributed by Cemtrex, Inc. (“Cemtrex”) to all holders of record of shares of its common stock, par value $0.001 per share, and warrants at 5:00 p.m., Eastern time, on _____, 2016 (the “record date”), in connection with a distribution in a rights offering of non-transferable subscription rights to subscribe for and purchase units, each unit consisting of one share of our Series 1 Preferred (“Series 1 Preferred”) and two Series 1 Warrants. The subscription rights and units are described in the prospectus dated _____, 2016 (a copy of which accompanies this letter).

Cemtrex Inc – UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION (November 17th, 2016)

On May 31, 2016 we acquired machinery & equipment, electronics manufacturing business and logistics business from a German company, Periscope, GmbH (“Periscope”) and placed them in three newly formed entities: ROB Cemtrex Assets UG, ROB Cemtrex Automotive GmbH and ROB Cemtrex Logistics respectively. Periscope’s electronic manufacturing business deals primarily with the major German automotive manufacturers, including Tier 1 suppliers in the industry, as well as for industries like telecommunications, industrial goods, luxury consumer products, display technology, and other industrial OEMs. Periscope had more than 35 years of industrial operating experience.

Cemtrex Inc – Periscope GmbH i.l., Paderborn Balance Sheet as of March 31, 2016 and December 31, 2015 (unaudited) (November 17th, 2016)

Periscope GmbH is a mid-size German Electronics Manufacturing company located in North-Rhine Westphalia Paderborn, Germany. Prior to April 1, 2014 Periscope was owned and operated by Flextronics GmbH. Unless the context requires otherwise, all references to “we”, “our”, “us”, “Company”, “registrant”, “Periscope” or “management” refer to Periscope GmbH.

Cemtrex Inc – REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (November 17th, 2016)

We have audited the balance sheets of Periscope GmbH i.I (the “Company”) and the related consolidated statements of operations and cash flows for the twelve months period ended December 31, 2015 and for the period April 01, 2014 to December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

Cemtrex Inc – Periscope GmbH i.l., Paderborn Balance Sheet as of March 31, 2016 and December 31, 2015 (November 4th, 2016)

Periscope GmbH is a mid-size German Electronics Manufacturing company located in North-Rhine Westphalia Paderborn, Germany. Prior to April 1, 2014 Periscope was owned and operated by Flextronics GmbH. Unless the context requires otherwise, all references to “we”, “our”, “us”, “Company”, “registrant”, “Periscope” or “management” refer to Periscope GmbH.