Metasolutions, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 26th, 2017 • Biotricity Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 22, 2017, between Biotricity 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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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 20th, 2023 • Biotricity Inc. • Surgical & medical instruments & apparatus • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 19, 2023, is by and among Biotricity Inc., a Nevada corporation with offices located at 203 Redwood Parkway, Suite 600, Redwood City, CA 94065 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

PURCHASE AGREEMENT
Purchase Agreement • June 28th, 2018 • Biotricity Inc. • Surgical & medical instruments & apparatus • Nevada

PURCHASE AGREEMENT (the “Agreement”), dated as of June 28, 2018, by and between BIOTRICITY, INC., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 20th, 2019 • Biotricity Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December __, 2019, by and among Biotricity Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (including any successors and assigns, the “Purchaser(s)”).

UNDERWRITING AGREEMENT
Underwriting Agreement • August 31st, 2021 • Biotricity Inc. • Surgical & medical instruments & apparatus • New York

The undersigned, Biotricity 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 Biotricity 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.

AT THE MARKET OFFERING AGREEMENT
The Market Offering Agreement • March 22nd, 2022 • Biotricity Inc. • Surgical & medical instruments & apparatus • New York

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

GUARANTEE AND COLLATERAL AGREEMENT dated as of December 21, 2021 among biotricity inc., and each other Person that becomes a party hereto as a grantor, each as a Grantor, and SWK FUNDING LLC, as Agent GUARANTEE AND COLLATERAL AGREEMENT
Guarantee and Collateral Agreement • December 28th, 2021 • Biotricity Inc. • Surgical & medical instruments & apparatus • New York

Guarantee and Collateral Agreement, dated as of December 21, 2021 (as may be amended, restated, amended and restated, waived, supplemented, or otherwise modified from time to time, this “Agreement”), made by each signatory hereto (together with any other Person that becomes a party hereto as provided herein, each individually a “Grantor” and collectively, the “Grantors”), in favor of SWK Funding LLC, as administrative and collateral agent (in such capacity, together with its successors and assigns, the “Agent”) for the benefit of all Lenders party to the Credit Agreement (as hereafter defined).

ESCROW AGREEMENT AMENDED ESCROW AGREEMENT #2
Escrow Agreement • May 5th, 2015 • Metasolutions, Inc. • Services-computer integrated systems design • California

This second amended agreement (the “Agreement”) is dated as of the 5th day of May 2015 by and between MetaSolutions, Inc. (hereinafter the “Company”) located at 34 Randall Avenue, Suite 100, Lynbrook, New York 11563 and Krueger LLP located at 7486 La Jolla Boulevard, La Jolla, California 92037 (hereinafter the “Escrow Agent”).

BIOTRICITY INC. CONVERTIBLE PREFERRED NOTE
Biotricity Inc. • February 14th, 2023 • Surgical & medical instruments & apparatus • New York

This Note is a convertible preferred note referred to in that certain Subscription Agreement dated as of the date hereof (the “Subscription Agreement”), or series of like subscription agreements, among the Company and the Subscriber(s), pursuant to which the Company is seeking to raise an aggregate of up to $2,000,000 (the “Offering”).

biotricty inc. Common Stock Purchase Warrant
Biotricity Inc. • January 22nd, 2021 • Surgical & medical instruments & apparatus

This Certifies That, for value received, [________________], or his/her/our registered assigns (the “Holder”), is entitled to subscribe for and purchase from Biotricty Technologies Corporation, a Nevada corporation (the “Company”), at any time commencing on [______], 2020 and expiring on ________________[three years from date of issuance], 2023 (such period, the “Warrant Exercise Term”), the Shares at the Exercise Price (each as defined in Section 1 below).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 22nd, 2021 • Biotricity Inc. • Surgical & medical instruments & apparatus • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of __________, 2020 by and among (i) Biotricity Inc., a Nevada corporation (the “Company”), and the Purchasers named on Schedule I (each, a “Purchaser” and, together, the “Purchasers”).

SOFTWARE DEVELOPMENT AND SERVICES AGREEMENT
Software Development and Services Agreement • June 29th, 2017 • Biotricity Inc. • Surgical & medical instruments & apparatus • Ontario

This agreement is made as of September 15 2014, (the "Effective Date"), by and between iMedical Innovation Inc. having offices at 75 International Blvd., Suite 300, Toronto, ON, M9W-6L9, CANADA ("IMed") and CardioComm Solutions, Inc., having offices at 259 Yorkland Road, Suite 200, North York, Ontario, M2J-0B5, CANADA ("CCS").

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 6th, 2023 • Biotricity Inc. • Surgical & medical instruments & apparatus • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of the date contained in the signature page hereto (the “Closing Date”), by and between BIOTRICITY INC., a Nevada corporation (the “Company”), and the subscriber identified on the signature page hereto (the “Subscriber”).

SUPPORT AGREEMENT
Support Agreement • February 3rd, 2016 • Biotricity Inc. • Services-computer integrated systems design • Ontario

THIS SUPPORT AGREEMENT made as of February 2, 2016 among Biotricity Inc. a corporation existing under the laws of the State of Nevada (the "Parent"), 1061806 B.C. LTD., a corporation existing under the laws of the Province of British Columbia ("Callco"), and 1062024 B.C. LTD., a corporation existing under the laws of the Province of British Columbia ("Exchangeco").

SUBSCRIPTION AGREEMENT
Subscription Agreement • April 13th, 2016 • Biotricity Inc. • Surgical & medical instruments & apparatus • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of the date contained in the signature page hereto (the “Closing Date”), by and between BIOTRICITY INC., a Nevada corporation (the “Company”), and the subscriber identified on the signature page hereto (the “Subscriber”).

VOTING AGREEMENT
Voting Agreement • September 20th, 2023 • Biotricity Inc. • Surgical & medical instruments & apparatus • Nevada

VOTING AGREEMENT, dated as of September 19, 2023 (this “Agreement”), by and among Biotricity Inc., a Nevada corporation, (the “Company”), (the “Investor”), and the stockholders whose names appear on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).

Contract
Biotricity Inc. • July 12th, 2019 • Surgical & medical instruments & apparatus • New York

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

SUBSCRIPTION AGREEMENT
Subscription Agreement • January 22nd, 2021 • Biotricity Inc. • Surgical & medical instruments & apparatus • Delaware

This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of ___________by and among BIOTRICITY, INC., a Nevada corporation (the “Company”), and the subscribers identified on the signature pages hereto (each, a “Subscriber” and collectively, the “Subscribers”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • February 3rd, 2016 • Biotricity Inc. • Services-computer integrated systems design • New York

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is made as of February 2, 2016, by and between METASOLUTIONS, INC., a Nevada corporation (the “Company” or “Assignor”), and W270 SA, a Costa Rican corporation (the “W270” or “Assignee”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • May 18th, 2023 • Biotricity Inc. • Surgical & medical instruments & apparatus • Nevada

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of the date contained in the signature page hereto (the “Closing Date”), by and between BIOTRICITY INC., a Nevada corporation (the “Company”), and the subscriber identified on the signature page hereto (the “Subscriber”).

EXCHANGE AGREEMENT
Exchange Agreement • January 13th, 2020 • Biotricity Inc. • Surgical & medical instruments & apparatus • New York

This Exchange Agreement (this “Agreement”) dated this __ day of ____, 20__ by and among Biotricity, Inc., a Nevada corporation (the “Company”) and ______, a ______ (the “Holder”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 26th, 2024 • Biotricity Inc. • Surgical & medical instruments & apparatus • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 25, 2024, is by and among Biotricity Inc., a Nevada corporation with offices located at 203 Redwood Parkway, Suite 600, Redwood City, CA 94065 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • March 9th, 2017 • Biotricity Inc. • Surgical & medical instruments & apparatus • New York
VOTING AGREEMENT
Voting Agreement • March 26th, 2024 • Biotricity Inc. • Surgical & medical instruments & apparatus • Nevada

VOTING AGREEMENT, dated as of March 25, 2024 (this “Agreement”), by and among Biotricity Inc., a Nevada corporation, (the “Company”), [ ] (the “Investor”), and the stockholders whose names appear on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).

METASOLUTIONS, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • January 27th, 2015 • Metasolutions, Inc. • Nevada
EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • April 13th, 2016 • Biotricity Inc. • Surgical & medical instruments & apparatus • Nevada

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 12th day of April 2016 (the “Effective Date”), by and between BIOTRICITY INC., a Nevada corporation (the “Employer”) and WAQAAS AL-SIDDIQ (the “Executive”).

CONFLICT OF INTEREST AGREEMENT
Conflict of Interest Agreement • January 27th, 2015 • Metasolutions, Inc.

AGREEMENT dated this 30th day of December 2014, by and between MetaSolutions, Inc. (hereinafter “MetaSolutions”), a Nevada corporation, with offices located at 34 Randall Avenue Suite 100, Lynbrook New York 11563 and Peter McGoldrick, President of MetaSolutions.

EXCLUSIVITY & ROYALTY AGREEMENT
Exclusivity & Royalty Agreement • February 3rd, 2016 • Biotricity Inc. • Services-computer integrated systems design • Ontario

This agreement (the "Exclusivity Agreement") is made as of September 15, 2014, (the "Effective Date"), by and between iMedical Innovation Inc. having offices at 7S International Blvd., Suite 300, Toronto, ON, M9W-6L9, CANADA ("IMED") and CardioComm Solutions, Inc., having offices at 259 Yorkland Road, Suite 200, North York Ontario, M2J-OB5, CANADA (“CCS").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 26th, 2024 • Biotricity Inc. • Surgical & medical instruments & apparatus

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 25, 2024 (the “Signing Date”), by and between Biotricity Inc., a Nevada corporation (the “Company”), and the undersigned signatory hereto (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement, dated the date hereof, by and between the Company and the Buyer (the “Purchase Agreement”).

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • December 28th, 2021 • Biotricity Inc. • Surgical & medical instruments & apparatus • New York

This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of December 21, 2021 (as may be amended, restated, amended and restated, waived, supplemented, or otherwise modified from time to time, this “Agreement”), made by BIOTRICITY INC., a Nevada corporation (“Grantor”), in favor of SWK FUNDING LLC, a Delaware limited liability company, as agent (in such capacity, “Agent”) for the Lenders (as defined below) party to the Credit Agreement (as defined below).

VOTING AGREEMENT
Adoption Agreement • May 18th, 2023 • Biotricity Inc. • Surgical & medical instruments & apparatus • Nevada

THIS VOTING AGREEMENT (this “Agreement”) is made as of the ___ day of February, 2023, by and among (i) Biotricity, Inc., a Nevada corporation (the “Company”), (ii) the Persons listed on Schedule A (together with any subsequent investors who become parties hereto as “Investors” pursuant to Subsection 4.1(b), the “Investors”), and (iii) the Persons listed on Schedule B hereto (the “Principal Stockholders” and together collectively with the Investors, the “Stockholders”).

SOFTWARE DEVELOPMENT AND SERVICES AGREEMENT
Software Development and Services Agreement • September 30th, 2016 • Biotricity Inc. • Surgical & medical instruments & apparatus • Ontario

This agreement is made as of September 15 2014, (the "Effective Date"), by and between iMedical Innovation Inc. having offices at 75 International Blvd., Suite 300, Toronto, ON, M9W-6L9, CANADA ("IMed") and CardioComm Solutions, Inc., having offices at 259 Yorkland Road, Suite 200, North York, Ontario, M2J-0B5, CANADA ("CCS").

FORM OF VOTING AND EXCHANGE TRUST AGREEMENT
Trust Agreement • February 3rd, 2016 • Biotricity Inc. • Services-computer integrated systems design • Ontario

THIS VOTING AND EXCHANGE TRUST AGREEMENT made as of February 2, 2016 among Biotricity Inc., a corporation existing under the laws of the State of Nevada (the "Parent"), 1061806 B.C. LTD., a corporation existing under the laws of the Province of British Columbia ("Callco"), 1062024 B.C. LTD., a corporation existing under the laws of the Province of British Columbia ("Exchangeco") and Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada (the "Trustee").

MANAGEMENT AGREEMENT
Management Agreement • March 12th, 2015 • Metasolutions, Inc. • Services-computer integrated systems design • New York

This Agreement is made and entered into as of this 1st day of September 2012, by and between MetaSolutions, Inc., a Nevada Corporation (“MSI”), and Peter McGoldrick, an individual (“PM”).

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