AmpliTech Group, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 15th, 2021 • AmpliTech Group, Inc. • Communications equipment, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 15, 2021, between Amplitech 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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COMMON STOCK PURCHASE WARRANT AMPLITECH GROUP, INC.
AmpliTech Group, Inc. • February 19th, 2021 • Communications equipment, nec • 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 [_____], 20261 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Amplitech Group, Inc., a company incorporated under the laws of the State of Nevada (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 shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered

AMPLITECH GROUP, INC. and MANHATTAN TRANSFER REGISTRAR CO., as Warrant Agent Warrant Agency Agreement Dated as of February 16, 2021 WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • February 19th, 2021 • AmpliTech Group, Inc. • Communications equipment, nec • New York

WARRANT AGENCY AGREEMENT, dated as of February16, 2021 (“Agreement”), between AmpliTech Group, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and Manhattan Transfer Registrar Co., a corporation organized under the laws of New York (the “Warrant Agent”).

Form of Representative’s Warrant Agreement
AmpliTech Group, Inc. • February 19th, 2021 • Communications equipment, nec

THIS WARRANT TO PURCHASE COMMON STOCK (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 ________, 2021 [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE] (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from AMPLITECH GROUP, INC., a Nevada corporation (the “Company”), up to ______1 shares of common stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).

1,371,428 UNITS EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK AMPLITECH GROUP, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • February 19th, 2021 • AmpliTech Group, Inc. • Communications equipment, nec • New York

The undersigned, AMPLITECH GROUP, INC., a company incorporated under the laws of Nevada (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of AMPLITECH 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 MAXIM GROUP LLC (“Maxim”) is acting as representative to the several Underwriters (in such capacity, 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.

COMMON STOCK PURCHASE WARRANT AMPLITECH GROUP, INC.
AmpliTech Group, Inc. • April 15th, 2021 • Communications equipment, nec • 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 [_____], 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Amplitech Group, Inc., a company incorporated under the laws of the State of Nevada (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).

SHARE EXCHANGE AGREEMENT BY AND AMONG AMPLITECH GROUP, INC. AND AMPLITECH, INC. AND AMPLITECH SHAREHOLDERS Dated as of August 13, 2012
Share Exchange Agreement • August 13th, 2012 • AmpliTech Group, Inc. • Blank checks • Nevada
CONFIDENTIAL April 15, 2021 VIA ELECTRONIC DELIVERY Mr. Fawad Maqbool Chairman & Chief Executive Officer AmpliTech Group, Inc.
AmpliTech Group, Inc. • April 15th, 2021 • Communications equipment, nec • New York
DIRECTOR AGREEMENT
Director Agreement • January 26th, 2022 • AmpliTech Group, Inc. • Communications equipment, nec • New York

DIRECTOR AGREEMENT, dated as of January 20, 2022, by and between Amplitech Group, Inc., a Nevada corporation (the “Company”), and [DIRECTOR] (the “Director”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 19th, 2021 • AmpliTech Group, Inc. • Communications equipment, nec • California

This Asset Purchase Agreement (this “Agreement”), dated as of November 19, 2021, is entered into by and between Spectrum Semiconductor Materials, Inc., a California corporation (“Seller”), and AmpliTech Group, Inc., a Nevada corporation (“Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein, as such definitions are identified by the cross-references set forth in Exhibit A attached hereto.

DISTRIBUTION AGREEMENT
Distribution Agreement • December 10th, 2020 • AmpliTech Group, Inc. • Communications equipment, nec • Massachusetts

THIS DISTRIBUTOR AGREEMENT (this "Agreement") is dated as of November 9, 2016 (the "Effective Date"), by and between AmpliTech Inc., a New York corporation ("Manufacturer"), and East Coast Microwave Sales & Distribution, LLC. a Massachusetts corporation ("ECM").

AMPLITECH GROUP, INC. and VSTOCK TRANSFER, LLC, as Warrant Agent Warrant Agency Agreement Dated as of February 14, 2024 WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • April 1st, 2024 • AmpliTech Group, Inc. • Communications equipment, nec • New York

WARRANT AGENCY AGREEMENT, dated as of February 14, 2024 (“Agreement”), between AmpliTech Group, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2023 • AmpliTech Group, Inc. • Communications equipment, nec • Nevada

This Amendment to Employment Agreement (this “Amendment”) is entered into as of the 27th day of March, 2023, by and between AmpliTech Group, Inc., a Nevada corporation (the “Company”), and Jorge Flores (the “Employee”).

Contract
AmpliTech Group, Inc. • May 13th, 2019 • Communications equipment, nec

Bohemia, NY—Amplitech Group, Inc. (AMPG) signed an asset purchase agreement to acquire the business assets of Specialty Microwave Corp. (SMW), a privately held company based in nearby Ronkonkoma NY.

AMPLITECH GROUP, INC. PROMISSORY NOTE
AmpliTech Group, Inc. • December 31st, 2012 • Communications equipment, nec • Nevada

FOR VALUE RECEIVED AmpliTech Group, Inc., a Nevada corporation (the “Company”), promises to pay to __________ (“Holder”), or its registered assigns, the principal sum of ________________________ No/100 Dollars ($__________.00) (as reduced pursuant to the terms hereof pursuant to prepayment, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, prepayment or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date, acceleration, conversion, prepayment or otherwise (in each case in accordance with the terms hereof).

DIRECTOR AGREEMENT
Director Agreement • April 30th, 2019 • AmpliTech Group, Inc. • Communications equipment, nec • New York

DIRECTOR AGREEMENT, dated as of April 25, 2019, by and between Amplitech Group, Inc., a Nevada corporation (the “Company”), and Wayne Homscheck (the “Director”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • December 31st, 2012 • AmpliTech Group, Inc. • Communications equipment, nec • Nevada

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of August 13, 2012 (the “Agreement”), is entered into by and among AmpliTech Group, Inc., a corporation organized under the laws of Nevada (the “Company”), Amplitech, Inc., a corporation organized under the laws of New York and the subsidiary of the Company (the “Subsidiary”), and the person identified as the “Noteholder” on the signature page hereto (the “Noteholder”, and together with the Company and the Subsidiary, the “Parties”).

BUSINESS LOAN AGREEMENT (ASSET BASED)
Business Loan Agreement • December 10th, 2020 • AmpliTech Group, Inc. • Communications equipment, nec • New York

THIS BUSINESS LOAN AGREEMENT (ASSET BASED) dated November 20, 2020, is made and executed between AMPLITECH, INC. (“Borrower”) and BNB Bank (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.

SunBiz Holdings Corp.
Advisory Agreement • December 10th, 2020 • AmpliTech Group, Inc. • Communications equipment, nec
LEASE AGREEMENT BETWEEN STEPHEN J. FABER, AS TRUSTEE OF THE REVOCABLE TRUST OF STEPHEN J. FABER DATED AUGUST 29, 2017 (“Landlord”) AND AMPLITECH GROUP, INC. a Nevada Corporation (“Tenant”) RONKONKOMA, NY 11779 Dated as of September 12, 2019 EXHIBITS...
Lease Agreement • September 18th, 2019 • AmpliTech Group, Inc. • Communications equipment, nec • New York

THIS LEASE AGREEMENT (this “Lease”) is made as of September 12, 2019 by and between STEPHEN J. FABER, AS TRUSTEE OF THE REVOCABLE TRUST OF STEPHEN J. FABER DATED AUGUST 29, 2017 (“Landlord”) and AMPLITECH GROUP, INC., a Nevada corporation (“Tenant”), upon all the terms set forth in this Lease as follows:

ASSET PURCHASE AGREEMENT
Employment Agreement • May 13th, 2019 • AmpliTech Group, Inc. • Communications equipment, nec • New York

THIS AGREEMENT (this “Agreement”) made this 9th day of May, 2019 by and between Specialty Microwave Corporation, a New York corporation (“Specialty” or the “Seller”), and Amplitech Group Inc., a Nevada corporation (the “Purchaser”).

OPTION AGREEMENT
Option Agreement • September 18th, 2019 • AmpliTech Group, Inc. • Communications equipment, nec • New York

THIS OPTION AGREEMENT is entered into as of the 12th day of September, 2019, by and between Stephen J. Faber, as Trustee of the Revocable Trust of Stephen J. Faber dated August 29, 2017 (“Optionor”) and Amplitech Group, Inc. (“Optionee”).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 26th, 2024 • AmpliTech Group, Inc. • Communications equipment, nec • Nevada

This Amendment to Employment Agreement (this “Amendment”) is entered into as of the 20th day of March 2024, by and between AmpliTech Group, Inc., a Nevada corporation (the “Company”), and Jorge Flores (the “Employee”).

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