SIYATA MOBILE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2020 • Siyata Mobile Inc. • Radiotelephone communications • New York
The undersigned, Siyata Mobile, Inc., a corporation incorporated under the laws of British Columbia (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), an aggregate of 2,100,000 units, (the “Units”), each unit consisting of one common share, no par value per share of the Company (“Common Shares” and the Common Shares sold as part of the Units, the (“Firm Shares”)) together with a warrant to purchase one Common Share at an exercise price of $6.85 per share (the warrants sold as part of the Units, the “Firm Warrants”) and (B) at the election of the Representative, (i) up to an additional 266,000 Common Shares (the “Option Shares” and together with the Firm Shares, the “Shares”) and/or (ii) up to an additional 266,000
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 1st, 2024 • Siyata Mobile Inc. • Radiotelephone communications • Virginia
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 29, 2024, by and between Siyata Mobile Inc., a corporation organized under the laws of the British Columbia, with its address at 7404 King George Blvd., Suite 200, King’s Cross, Surrey, British Columbia V3W 1N6, Canada (the “Company”), and _______________, a ____________ company, with its address at _________________________ (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 28th, 2023 • Siyata Mobile Inc. • Radiotelephone communications • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 26, 2023, between Siyata Mobile Inc., a corporation existing under the law of British Columbia (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Siyata Mobile Inc. and Computershare Inc. and Computershare Trust Company, N.A., jointly as Warrant Agent Warrant Agency Agreement Dated as of ________, 2023 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • October 10th, 2023 • Siyata Mobile Inc. • Radiotelephone communications • New York
WARRANT AGENCY AGREEMENT, dated as of October __, 2023(“Agreement”), between Siyata Mobile Inc., a corporation organized under the laws of British Columbia (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 1st, 2023 • Siyata Mobile Inc. • Radiotelephone communications • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 27, 2023, between Siyata Mobile Inc., a corporation existing under the law of British Columbia (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PRE-FUNDED COMMON SHARES PURCHASE WARRANT SIYATA MOBILE INC.Siyata Mobile Inc. • November 1st, 2023 • Radiotelephone communications • New York
THIS PRE-FUNDED COMMON SHARES 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Siyata Mobile Inc., a corporation incorporated under the laws of British Columbia (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PRE-FUNDED COMMON SHARE PURCHASE WARRANT SIYATA MOBILE, INC.Siyata Mobile Inc. • December 28th, 2021 • Radiotelephone communications • New York
THIS PRE-FUNDED COMMON SHARE 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 until this Warrant is exercised in full (the “Termination Date”) to subscribe for and purchase from Siyata Mobile, Inc., a corporation incorporated under the laws of British Columbia (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Shares (as hereinafter defined). The purchase price of one Common Share 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 holder of this Warrant, subject to
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 12th, 2022 • Siyata Mobile Inc. • Radiotelephone communications • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 27th, 2021 • Siyata Mobile Inc. • Radiotelephone communications • New York
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of October 26, 2021, by and between Siyata Mobile Inc., a British Columbia corporation (the “Company”), and Lind Global Fund II LP, a Delaware limited partnership (the “Investor”).
CONVERTIBLE DEBENTURE INDENTURE Made as of December 23, 2019 Between SIYATA MOBILE INC. andConvertible Debenture Indenture • August 24th, 2020 • Siyata Mobile Inc. • Radiotelephone communications • British Columbia
a corporation existing under the laws of the Province of British Columbia and having its head office in the City of Vancouver, in the Province of British Columbia (the “Corporation”)
COMMON SHARE PURCHASE WARRANT SIYATA MOBILE INC.Siyata Mobile Inc. • January 19th, 2023 • Radiotelephone communications • New York
THIS COMMON SHARE 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 [_____], 20__1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SIYATA MOBILE INC., a company incorporated under the laws of British Columbia (the “Company”), up to [___] of the Company’s common shares without par value (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SIYATA MOBILE INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 28th, 2021 • Siyata Mobile Inc. • Radiotelephone communications • New York
The undersigned, Siyata Mobile Inc., a corporation incorporated under the laws of British Columbia (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), (A) an aggregate of [_______] units, (the “Units”), each unit consisting of one common share, no par value per share of the Company (“Common Shares” and the Common Shares sold as part of the Units, the (“Firm Shares”)) together with a warrant to purchase one Common Share (the “Warrant”) at an exercise price of $[___] per share (the warrants sold as part of the Units, the “Firm Warrants”), (B) an aggregate of [_____] pre-funded units (the “Pre-Funded Units”), each Pre-Funded Unit consisting of one pre-funded warrant to purchase one Common Share (the “Pre-Funded Warrant
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 25th, 2024 • Siyata Mobile Inc. • Radiotelephone communications • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of __, 2024, between Siyata Mobile Inc., a company incorporated under the law of the Province of British Columbia, Canada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON SHARE PURCHASE WARRANT SIYATA MOBILE INC.Siyata Mobile Inc. • February 15th, 2023 • Radiotelephone communications • New York
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Lind Global Fund II LPor 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 October 12, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SIYATA MOBILE INC., a company incorporated under the laws of British Columbia (the “Company”), up to 1,739,130 of the Company’s common shares without par value (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EQUITY PURCHASE AGREEMENT by and among CLEARRF NEVADA INC. - and – SIYATA MOBILE INC. - and - CLEAR RF LLC - and - THE SELLERS LISTED ON ANNEX B - and - TOD BYERS, as the Sellers’ Representative Dated March 23, 2021Equity Purchase Agreement • June 30th, 2021 • Siyata Mobile Inc. • Radiotelephone communications • British Columbia
NOW THEREFORE in consideration of the foregoing premises and the representations, warranties, covenants, and undertakings contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 28th, 2023 • Siyata Mobile Inc. • Radiotelephone communications • New York
This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Siyata Mobile Inc., a corporation existing under the law of British Columbia (the “Company”), that Maxim shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, for the proposed placement of up to an aggregate of US$2,250,000 common shares, no par value per share (the “Common Shares”) of the Company, consisting of up to 50,000,000 Common Shares directly to various investors (“Investors” or “Purchasers”). The documents executed and delivered by the Company and the Investors in connection with the Offering (as defined below), including, without limitation, a securities purchase agreement to be entered into by the Company and each Investor (in a form reasonably acceptable to the Company and the Placement Agent), shall be collectively referred to herein as the “Transaction Documents.” The purchase price to the Investors for each
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 1st, 2023 • Siyata Mobile Inc. • Radiotelephone communications • New York
This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Siyata Mobile Inc., a corporation existing under the law of British Columbia (the “Company”), that Maxim shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, for the proposed placement of up to an aggregate of US$1,560,000 of common shares, no par value per share (the “Common Shares”) of the Company and/or Pre-Funded Warrants to purchase Common Shares (“Pre-Funded Warrants”), consisting of (i) 1,870,00 Common Shares and (ii) Pre-Funded Warrants to purchase 530,000 Common Shares, directly to various investors (“Investors” or “Purchasers”). The Common Shares, the Pre-Funded Warrants and the Common Shares issuable upon the exercise of the Pre-Funded Warrants (the “Pre-Funded Warrant Shares”) shall be collectively referred to herein as the “Securities”. The documents executed and delivered by the Company and the Investors in c
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY AND OF ANY SECURITY ISSUED ON EXERCISE HEREOF MUST NOT TRADE THE SECURITY BEFORE FEBRUARY 28, 2022.Siyata Mobile Inc. • October 27th, 2021 • Radiotelephone communications • New York
THIS NOTE 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 NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
CONSULTING AGREEMENTConsulting Agreement • April 25th, 2024 • Siyata Mobile Inc. • Radiotelephone communications • New Jersey
IR Agency LLC (the “Consultant” or “IR Agency”) is pleased to provide certain consulting services to Siyata Mobile Inc (“you,” the “Client” or the “Company”) as more fully described in this agreement (the Agreement”). This Agreement sets forth the terms and conditions pursuant to which the Company engages the Consultant to provide such services.
SIYATA MOBILE INC. (the “Issuer”) SUBSCRIPTION AGREEMENT -Units-Subscription Agreement • June 30th, 2021 • Siyata Mobile Inc. • Radiotelephone communications
The units (the “Units”) will be sold on a non-brokered private placement basis at a price of $0.10 per Unit. Each Unit will consist of one (1) common share of the Issuer (each, a “Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”) with each whole Warrant entitling the holder thereof to purchase one additional common share (each, a “Warrant Share”) of the Issuer at a price of $0.18 per Warrant Share for a period of 24 months from their date of issue. The Units will be offered pursuant to exemptions from the registration and prospectus requirements of applicable securities legislation. The Subscriber must be purchasing as principal or deemed under applicable securities laws to be purchasing as principal.
ASSIGNMENT AND AMENDING AGREEMENTAssignment and Amending Agreement • August 24th, 2020 • Siyata Mobile Inc. • Radiotelephone communications • British Columbia
SIYATA MOBILE INC., a company existing under the laws of the Province of British Columbia and having an office at Suite A-414, 1001 Lenoir Street, Montreal, Quebec, H4C 2Z6
PATENT LICENSE AGREEMENTPatent License Agreement • August 24th, 2020 • Siyata Mobile Inc. • Radiotelephone communications • California
This LTE Patent License Agreement is entered into by and between Via Licensing Corporation, as an agent acting on behalf of Licensors, having a principal place of business at 1275 Market Street, San Francisco, California, 94103 (hereinafter “Via”), and the Party identified as Licensee on the title page of this Agreement.
License AgreementLicense Agreement • August 10th, 2020 • Siyata Mobile Inc. • Radiotelephone communications • Texas
AGREEMENT entered into as of December, 2012, by and between Uniden America Corporation, Inc. & its affiliates, a Delaware Corporation, having its principal office at 4700 Amon Carter Boulevard, Fort Worth, TX 76155 (“Licensor”). and Signifi Mobile. a Canadian Corporation. having its principal office at 5005 Jean Talon Boulevard Suite 10, Montreal, Quebec, H4P1W7, Canada ( “Licensee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2020 • Siyata Mobile Inc. • Radiotelephone communications • British Columbia
SIYATA MOBILE INC., a corporation incorporated under the laws of the Province of British Columbia having its head office at Suite A-414, 1001 St. Lenoir Street, Montreal, QC H4C 2Z6
PATENT LICENSE AGREEMENTPatent License Agreement • August 24th, 2020 • Siyata Mobile Inc. • Radiotelephone communications • Utah
This Patent License Agreement (“Agreement”) is made this 30 day of November, 2017 (“Agreement Date”), by and between Wilson Electronics, LLC, a limited liability company existing under the laws of the State of Delaware, having its principal place of business at 3301 E. Deseret Drive, St. George, Utah 84790 (“Wilson”); and Signifi Mobile, Inc. a corporation organized and existing under the laws of Ontario, Canada, having its principal place of business at 1001 Rue Lenoir, Suite A-414, Montreal, Quebec, H4C2Z6, Canada (“Licensee”). Where appropriate, Wilson and. Licensee shall hereinafter be referred to collectively as “Parties” and individually as a “Party”.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 13th, 2023 • Siyata Mobile Inc. • Radiotelephone communications • New York
This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Siyata Mobile Inc., a corporation existing under the law of British Columbia (the “Company”), that Maxim shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, for the proposed placement of up to an aggregate of US$2,315,250 of common shares, no par value per share (the “Common Shares”) of the Company directly to various investors (“Investors” or “Purchasers”). The documents executed and delivered by the Company and the Investors in connection with the Offering (as defined below), including, without limitation, a securities purchase agreement to be entered into by the Company and each Investor (in a form reasonably acceptable to the Company and the Placement Agent), shall be collectively referred to herein as the “Transaction Documents.” The purchase price to the Investors for each Common Share is US$0.0450. The Placement Ag
Form of Lock-Up Agreement October 7, 2022Siyata Mobile Inc. • October 12th, 2022 • Radiotelephone communications • New York
The undersigned, a holder of securities of Siyata Mobile Inc., a corporation incorporated under the laws of British Columbia, Canada (the “Company”), understands that you are the placement agent (the “Placement Agent”) named in the placement agency agreement (the “Placement Agency Agreement”) entered into between the Placement Agent and the Company, providing for the placement (the “Placement”) of securities of the Company (the “Securities”) pursuant to a registration statement and related prospectuses and supplements thereto filed or to be filed with the U.S. Securities and Exchange Commission (the “SEC”)
January 18, 2023 To: Holder of Common Share Purchase Warrants Re: Inducement Offer and Agreement to Exercise Common Share Purchase Warrants Dear Holder:Siyata Mobile Inc. • January 19th, 2023 • Radiotelephone communications
Siyata Mobile Inc., a British Columbia corporation (the “Company”), is pleased to offer to you the opportunity to exercise the Common Share Purchase Warrants issued to you on October 12, 2022 (with a current exercise price of $0.23 per share) (collectively, the “Existing Warrants”), currently held by you (the “Holder”). The offer and resale of the common shares, no par value per share (“Common Shares”), underlying the Existing Warrants (“Warrant Shares”) have been registered pursuant to registration statement Form F-1 (File No. 333-268536) (the “Registration Statement”). The Registration Statement is currently effective and, upon exercise of the Existing Warrants pursuant to this letter agreement, will be effective for the issuance or sale, as the case may be, of the Warrant Shares. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Existing Warrant.
PRE-FUNDED COMMON SHARES PURCHASE WARRANT SIYATA MOBILE INC.Siyata Mobile Inc. • April 25th, 2024 • Radiotelephone communications • New York
THIS PRE-FUNDED COMMON SHARES 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Siyata Mobile Inc., a corporation incorporated under the laws of Province of British Columbia, Canada (the “Company”), up to ______ Common Shares, subject to adjustment hereunder (the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SIYATA MOBILE INC. and COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., jointly as Warrant Agent Warrant Agency Agreement Dated as of [ ] __, 20__ WARRANT AGENCY AGREEMENTWarrant Agency Agreement • December 28th, 2021 • Siyata Mobile Inc. • Radiotelephone communications • New York
WARRANT AGENCY AGREEMENT, dated as of [ ] __, 20__ (“Agreement”), between Siyata Mobile, Inc., a corporation organized under the laws of British Columbia (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Warrant Agent”).
CONSULTING AGREEMENTConsulting Agreement • June 25th, 2020 • Siyata Mobile Inc. • Radiotelephone communications
SIYATA MOBILE INC., a company existing under the laws of the Province of British Columbia and having an office at Suite A-414, 1001 Lenoir Street, Montreal, QC H4C 2Z6
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY AND OF ANY SECURITY ISSUED ON EXERCISE HEREOF MUST NOT TRADE THE SECURITY BEFORE February 28, 2022.Siyata Mobile Inc. • October 27th, 2021 • Radiotelephone communications
THIS WARRANT 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.
Exhibit A LOCK-UP AGREEMENTLock-Up Agreement • November 1st, 2023 • Siyata Mobile Inc. • Radiotelephone communications
WAIVER OF RIGHTSWaiver of Rights • October 12th, 2022 • Siyata Mobile Inc. • Radiotelephone communications
This Waiver of Rights, dated October 9, 2022 (“Waiver”), is granted by Lind Global Fund II LP, a Delaware limited partnership (the “Investor”) with respect to that Securities Purchase Agreement by and between the Investor and Siyata Mobile Inc., a British Corporation (the “Company”) dated as of October 26, 2021 (the “Purchase Agreement”). Each of the Investor and the Company is a “party” to this Waiver, and together, they are the “parties” hereto.
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • May 15th, 2023 • Siyata Mobile Inc. • Radiotelephone communications • British Columbia
