Marathon Patent Group, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 24th, 2017 • Marathon Patent Group, Inc. • Patent owners & lessors • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 18, 2017, between Marathon Patent Group, Inc., a Nevada 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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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 24th, 2017 • Marathon Patent Group, Inc. • Patent owners & lessors

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 18, 2017, between Marathon Patent Group, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

COMMON STOCK PURCHASE WARRANT MARATHON PATENT GROUP, INC.
Marathon Patent Group, Inc. • July 23rd, 2020 • Patent owners & lessors • 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 _____1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Marathon Patent Group, a Nevada 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).

COMMON STOCK PURCHASE WARRANT MARATHON PATENT GROUP, INC.
Common Stock Purchase Warrant • January 15th, 2021 • Marathon Patent Group, Inc. • 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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 12, 2021 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Marathon Patent Group, a Nevada 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).

MARATHON DIGITAL HOLDINGS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•] Debt Securities
Indenture • February 29th, 2024 • Marathon Digital Holdings, Inc. • Services-computer processing & data preparation • New York

INDENTURE, dated as of [●], between MARATHON DIGITAL HOLDINGS, INC., a Nevada corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 15th, 2021 • Marathon Patent Group, Inc. • Services-computer processing & data preparation • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 12, 2021 between Marathon Patent Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

FORM OF CLASS A COMMON STOCK PURCHASE WARRANT MARATHON PATENT GROUP, INC.
Marathon Patent Group, Inc. • November 19th, 2014 • Patent owners & lessors

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [REQUIRES COMPLETION] 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 the Company obtains NASDAQ Approval (the “Initial Exercise Date”) and on or prior to the close of business on the 2 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MARATHON PATENT GROUP, INC., a Nevada corporation (the “Company”), up to [REQUIRES COMPLETION] 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 AGREEMENT
Securities Purchase Agreement • June 3rd, 2013 • Marathon Patent Group, Inc. • Sanitary services • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May _____, 2013, is by and among Marathon Patent Group, Inc., a Nevada corporation (the “Company”), and each investor identified on the signature pages hereto (individually, a “Buyer” and collectively, the “Buyers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 3rd, 2013 • Marathon Patent Group, Inc. • Sanitary services • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May , 2013, is by and among Marathon Patent Group, Inc., a Nevada corporation (the “Company”), and each of the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

COMMON STOCK PURCHASE WARRANT MARATHON PATENT GROUP, INC.
Marathon Patent Group, Inc. • August 15th, 2017 • Patent owners & lessors

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [REQUIRES COMPLETION], [ADDRESS-REQUIRES COMPLETION], Fax: [REQUIRES COMPLETION], 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 commencing six months from the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MARATHON PATENT GROUP, INC., a Nevada corporation (the “Company”), up to [REQUIRES COMPLETION] 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).

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS:
Marathon Patent Group, Inc. • November 12th, 2014 • Patent owners & lessors

On August 29, 2014, the Company entered into a patent purchase agreement (the “Clouding Agreement”) between Clouding Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Clouding” of the “Company”) and Clouding IP, LLC, a Delaware limited liability company (“Clouding IP” or “Seller”), pursuant to which Clouding acquired a portfolio of 70 patents (“Clouding IP Assets”) from Clouding IP. Clouding owns patents related to network and data management technology.

CONVERTIBLE NOTE
Marathon Patent Group, Inc. • August 15th, 2017 • Patent owners & lessors • New York

THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of Marathon Patent Group, Inc., a Nevada corporation, (the “Borrower”), having its principal place of business at 11100 Santa Monica Blvd., Suite 380, Los Angeles, CA 90025, due May 14, 2018 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).

AT THE MARKET OFFERING AGREEMENT
Market Offering Agreement • October 24th, 2023 • Marathon Digital Holdings, Inc. • Services-computer processing & data preparation • New York

Marathon Digital Holdings, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:

AMERICAN STRATEGIC MINERALS CORPORATION DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • November 20th, 2012 • American Strategic Minerals Corp • Sanitary services • Nevada

This Director and Officer Indemnification Agreement, dated as of November 14, 2012 (this “Agreement”), is made by and between American Strategic Minerals Corporation, a Nevada corporation (the “Company”), and Doug Croxall (the “Indemnitee”).

UNDERWRITING AGREEMENT
Underwriting Agreement • June 29th, 2020 • Marathon Patent Group, Inc. • Patent owners & lessors • New York

The undersigned, Marathon Patent Group, Inc., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Marathon Patent 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.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 19th, 2014 • Marathon Patent Group, Inc. • Patent owners & lessors • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October __, 2014, between Marathon Patent Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

MARATHON DIGITAL HOLDINGS, INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of November 18, 2021 1.00% Convertible Senior Notes due 2026
Indenture • November 18th, 2021 • Marathon Digital Holdings, Inc. • Services-computer processing & data preparation • New York

INDENTURE, dated as of November 18, 2021, between Marathon Digital Holdings, Inc., a Nevada corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 28th, 2012 • American Strategic Minerals Corp • Sanitary services

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of _________ 2012, among American Strategic Minerals Corp., a Nevada corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”).

AT THE MARKET OFFERING AGREEMENT July 19, 2019
The Market Offering Agreement • July 19th, 2019 • Marathon Patent Group, Inc. • Patent owners & lessors • New York

Marathon Patent Group, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • March 14th, 2012 • American Strategic Minerals Corp • Sanitary services • Nevada

This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of January __, 2012, is by and among American Strategic Minerals Corporation, a Nevada corporation (the “Parent”), American Strategic Minerals Corporation, a Colorado corporation (the “Company”), and the shareholders of the Company (each a “Shareholder” and collectively the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 31st, 2012 • American Strategic Minerals Corp • Sanitary services • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 26, 2012, is made by and between American Strategic Minerals Corp., a Nevada corporation (“Seller”), and each of the individuals listed under the heading “Buyers” on the signature page hereto (collectively, “Buyers”).

COMMON STOCK PURCHASE WARRANT MARATHON PATENT GROUP, INC.
Marathon Patent Group, Inc. • April 24th, 2017 • Patent owners & lessors

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 October 18, 2017 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Marathon Patent Group, Inc., a Nevada 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).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 6th, 2013 • Marathon Patent Group, Inc. • Sanitary services • New York

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of March, 2013 (the “Effective Date”), by and between Marathon Patent Group, Inc., a Nevada corporation with an address at 2331 Mill Road, Suite 100, Alexandria, Virginia 22314 (the “Company”), and Nathaniel Bradley, with an address at 4200 S. Saguaro Path Court, Tucson, Arizona 85730 (“Executive”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • January 31st, 2012 • American Strategic Minerals Corp • Sanitary services • New York

This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in American Strategic Minerals Corporation f/k/a Verve Ventures, Inc., a Nevada corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of shares (the “Shares” or the “Securities”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Company is offering a minimum of ____ Shares (the “Minimum Offering”) and a maximum of _____ Shares (the “Maximum Offering”), at a purchase price of $0.50 per Share.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 16th, 2018 • Marathon Patent Group, Inc. • Patent owners & lessors • Nevada

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the October 10, 2018, by and between Marathon Patent Group, Inc., a Nevada corporation headquartered at 1180 N. Town Center Drive, Suite 100, Las Vegas, NV 89144 (“Company”) and Merrick Okamoto, an individual (“Executive”). As used herein, the “Effective Date” of this Agreement shall mean October 11, 2018.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 15th, 2017 • Marathon Patent Group, Inc. • Patent owners & lessors • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of the date set forth on the signature page hereto, is made by and between Marathon Patent Group, Inc., a Nevada corporation (the “Company”), and the undersigned purchasers (the “Purchasers”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 16th, 2014 • Marathon Patent Group, Inc. • Patent owners & lessors • Delaware

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 15th day of May, 2014 (“Effective Date”), by and between Marathon Patent Group, Inc. a Nevada corporation with an address at 2331 Mill Road, Suite 100, Alexandria, Virginia 22314, and Francis Knuettel II, with an address at 1520 E. Maplewood Court, Centennial, CO 80121 (“Executive”).

FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • May 7th, 2014 • Marathon Patent Group, Inc. • Patent owners & lessors • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May __, 2014, is by and among Marathon Patent Group, Inc., a Nevada corporation (the “Company”), and each of the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

3,481,997 Shares MARATHON PATENT GROUP, INC. Common Stock, par value $0.0001 per share PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • December 12th, 2016 • Marathon Patent Group, Inc. • Patent owners & lessors • New York

Marathon Patent Group, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated in this Placement Agency Agreement (this “Agreement”) and the Securities Purchase Agreement in a form mutually agreed upon by the Company and the Placement Agent (the “Purchase Agreement”) entered into with the investors identified therein (each, an “Investor” and collectively, the “Investors”), to issue and sell up to an aggregate of 3,481,997 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Company hereby confirms its agreement with Northland Securities, Inc. (“Northland” or the “Placement Agent”) as set forth below. Northland Capital Markets is the trade name for certain capital markets and investment banking activities of Northland Securities, Inc., member FINRA/SIPC. The Shares are more fully described in the Prospectus (as defined below).

CONSULTING AGREEMENT
Consulting Agreement • January 31st, 2012 • American Strategic Minerals Corp • Sanitary services • New York

This Consulting Agreement (this "Agreement") is made and effective as of the 26th day of January, 2012, by and between American Strategic Minerals Corporation, a Nevada corporation (the "Company"), and _______ ("Consultant").

EXCHANGE AGREEMENT
Exchange Agreement • December 1st, 2017 • Marathon Patent Group, Inc. • Patent owners & lessors • New York

THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of November 28, 2017, is made by and between Marathon Patent Group, Inc., a Nevada corporation (the “Company”), and the holder of the Warrant (as defined below) signatory hereto (the “Holder”).

AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS
Agreement of Conveyance • January 31st, 2012 • American Strategic Minerals Corp • Sanitary services • Nevada

This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of January 26, 2012, by American Strategic Minerals Corporation, a Nevada corporation (“Assignor”), and Verve Holdings, Inc., a Nevada corporation and a wholly-owned subsidiary of Assignor (“Assignee”).

MARATHON PATENT GROUP, INC. WARRANT
Marathon Patent Group, Inc. • February 3rd, 2015 • Patent owners & lessors

Marathon Patent Group, Inc., a Nevada corporation (the “Company”), hereby certifies that, for value received, DBD Credit Funding LLC or its registered assigns (including permitted transferees, the “Holder”), as registered owner of this warrant (the “Warrant”), is entitled to purchase from the Company up to a total of 100,000 shares (as adjusted from time to time as provided in Section 9) of Common Stock (as defined below), at an exercise price a price per share equal to the lesser of (i) the closing bid price per share on the Trading Day immediately preceding the date hereof and (ii) the average of the closing bid price per share for the last thirty previous Trading Days preceding the date hereof (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof (the “Initial Exercise Date”) to and including the fifth (5th) anniversary of the date hereof (the “Expiration Date”), and subject to the following t

SUBSCRIPTION AGREEMENT
Subscription Agreement • February 3rd, 2015 • Marathon Patent Group, Inc. • Patent owners & lessors • New York

This Subscription Agreement (this “Agreement”) is dated as of January 29, 2015, between Marathon Patent Group, Inc., a Nevada corporation (the “Company”), and DBD Credit Funding LLC, a Delaware limited liability company (“Purchaser”).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • April 24th, 2017 • Marathon Patent Group, Inc. • Patent owners & lessors • New York
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