Sigma Labs, Inc. Sample Contracts
FORM OF COMMON STOCK PURCHASE WARRANT]Common Stock Purchase Warrant • March 30th, 2021 • Sigma Labs, Inc. • Miscellaneous manufacturing industries
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 Authorized Share Increase Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the two year anniversary of the Initial Exercise date, provided, however, if such date is not a Trading Day, the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sigma Labs, Inc., a company incorporated under the laws 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2025 • NextTrip, Inc. • Transportation services • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 1, 2025, by and between NEXTTRIP, INC., a Nevada corporation, with headquarters located at 3900 Paseo del Sol Santa Fe, New Mexico 87507 (the “Company”), and ALUMNI CAPITAL LP, a Delaware limited partnership, with its address at 80 S.W. Eighth Street, 20th Floor, Miami, FL 33131 (the “Buyer”).
UNDERWRITING AGREEMENTUnderwriting Agreement • August 1st, 2019 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • New York
The undersigned, Sigma Labs, Inc., a corporation formed under the laws of the State of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 30th, 2021 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 25, 2021, between Sigma Labs, Inc., a company incorporated under the laws of Nevada (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 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 3rd, 2020 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 2, 2020, is by and among Sigma Labs, Inc., a Nevada corporation with headquarters located at 3900 Paseo del Sol, Santa Fe, NM 87507 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
FORM OF ORIGINAL ISSUE DISCOUNT 10% SECURED CONVERTIBLE NOTE DUE OCTOBER 17, 2017Convertible Security Agreement • October 20th, 2016 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • New York
THIS 10% SECURED CONVERTIBLE NOTE (the “Note) is issued at an approximately 10.0% original issue discount (resulting in the lending of $_______) by Sigma Labs, Inc., a Nevada corporation (the “Company”).
UNDERWRITING AGREEMENT between SIGMA LABS, INC. and DAWSON JAMES SECURITIES, INC., as Representative of the Several UnderwritersUnderwriting Agreement • February 21st, 2017 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • New York
The undersigned, Sigma Labs, Inc., a corporation formed under the laws of the State of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with Dawson James Securities, Inc. (the “Representative”) and with the other underwriters, if any, named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters, if any, being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 27th, 2020 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 27, 2020, is by and among Sigma Labs, Inc., a Nevada corporation with offices located at 3900 Paseo del Sol, Santa Fe, New Mexico 87507 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • February 21st, 2017 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • Nevada
WARRANT AGENCY AGREEMENT, dated as of February 15, 2017 (“Agreement”), between Sigma Labs, Inc., a Nevada corporation (the “Company”) and Interwest Transfer Company, Inc. (the “Warrant Agent”).
SIGMA LABS, INC. COMMON STOCK PURCHASE WARRANTSecurities Agreement • May 8th, 2019 • Sigma Labs, Inc. • Miscellaneous manufacturing industries
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Carl I. Schwartz Revocable Family Trust dtd. 03/14/19 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 November 8, 2019 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SIGMA LABS, INC., a Nevada corporation (the “Company”), up to 200,000 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).
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • September 23rd, 2014 • Sigma Labs, Inc. • Services-management services • New York
Sigma Labs, Inc., a corporation organized under the laws of Nevada (the “Company”), confirms its agreement (this “Agreement”) with Ascendiant Capital Markets, LLC (the “Manager”) as follows:
FORM OF PLACEMENT AGENT COMMON STOCK PURCHASE WARRANTPlacement Agent Common Stock Purchase Warrant • March 30th, 2021 • Sigma Labs, Inc. • Miscellaneous manufacturing industries
THIS PLACEMENT AGENT 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 Authorized Share Increase Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the earlier of (i) the two year anniversary of the Initial Exercise date, provided, however, if such date is not a Trading Day, the immediately following Trading Day and (ii) March 25, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sigma Labs, Inc., a company incorporated under the laws 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 is
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF FRAMEWAVES, INC.Agreement and Plan of Reorganization • January 26th, 2001 • Messidor LTD • Services-management services • Nevada
UNDERWRITING AGREEMENTUnderwriting Agreement • January 12th, 2021 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • New York
The undersigned, Sigma Labs, 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 Sigma Labs, 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.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 3rd, 2020 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • New York
This letter (this “Agreement”) constitutes the agreement between Sigma Labs, Inc., a Nevada corporation (the “Company”), and Dawson James Securities, Inc. (“Dawson” or the “Placement Agent”) pursuant to which Dawson shall serve as the exclusive placement agent (the “Services”) for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that Dawson’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Dawson placing the Securities.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 20th, 2016 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 17, 2016, between Sigma Labs, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature page (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Rule 506(b) thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, Securities of the Company as more fully described in this Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 8th, 2019 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 7, 2019, between Sigma Labs, Inc., a Nevada corporation (the “Company”), and Carl I. Schwartz Revocable Living Trust dtd. 03/14/19 (“Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2025 • NextTrip, Inc. • Transportation services
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December __, 2024, is entered into by and among NEXTTRIP, INC., a Nevada corporation (the “Company”), and (the “Investor” and collectively together with its respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 29th, 2025 • NextTrip, Inc. • Transportation services • Virginia
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 8, 2024, by and between NEXTTRIP, INC., a Nevada corporation, with its address at 3900 Paseo del Sol, Santa Fe, NM 87507 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria, VA 22314 (the “Lender”).
COMMON STOCK PURCHASE WARRANT NEXTTRIP, INC.Common Stock Purchase Warrant • May 29th, 2025 • NextTrip, Inc. • Transportation services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, AOS Holdings LLC 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 or times on or after the date that is six (6) months from the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 30, 2028, the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from NextTrip, Inc., a Nevada corporation (the “Company”), up to 250,000 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 AGREEMENTSecurities Purchase Agreement • January 27th, 2020 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 27, 2020, between Sigma Labs, 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”).
sigma additive solutions, inc. Up to $1,500,000 of Common Stock AT-THE-MARKET ISSUANCE SALES AGREEMENTAt-the-Market Issuance Sales Agreement • August 14th, 2023 • Sigma Additive Solutions, Inc. • Miscellaneous manufacturing industries • New York
Sigma Additive Solutions, Inc., a Nevada corporation (the “Company”), proposes to issue and sell through Lake Street Capital Markets, LLC, as selling agent ( the “Agent”), shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”), having an aggregate offering price of up to US$1,500,000 of Common Stock (the Common Stock subject to this At-The-Market Issuance Sales Agreement (this “Agreement”) being referred to herein as the “Shares”) on terms set forth herein and subject to the limitations set forth in Section 2(a) hereof. The Shares consist entirely of authorized but unissued shares of Common Stock to be issued and sold by the Company.
COMMON STOCK PURCHASE WARRANT NEXTTRIP, INC.Common Stock Purchase Warrant • May 29th, 2025 • NextTrip, Inc. • Transportation services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, AOS Holdings LLC 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 or times on or after the date that is six (6) months from the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 30, 2028, the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from NextTrip, Inc., a Nevada corporation (the “Company”), up to 250,000 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).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 28th, 2016 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • Nevada
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made this ____ day of ____, 20__, between Sigma Labs, Inc., a Nevada corporation (the “Company”), and _________, an individual (“Indemnitee”).
ContractPurchase Warrant Agreement • April 7th, 2020 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING APRIL 2, 2020 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) DAWSON JAMES SECURITIES, INC. OR A PLACEMENT AGENT OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS WARRANT WAS ISSUED TO THE PLACEMENT AGENT AS CONSIDERATION (“OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF DAWSON JAMES SECURITIES, INC. OR OF ANY SUCH PLACEMENT AGENT OR SELECTED DEALER.
WARRANTWarrant Agreement • May 29th, 2025 • NextTrip, Inc. • Transportation services • Delaware
THIS WARRANT (the “Warrant”) certifies that, for value received, Marc Bern or his 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 1st of November, 2024 (the “Initial Issuance Date”) and on or prior to the close of business on the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NextTrip, Inc., a Nevada corporation (the “Company”), up to 100,000 shares of the Company’s Common Stock (“Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 22nd, 2024 • Sigma Additive Solutions, Inc. • Miscellaneous manufacturing industries • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of February 15, 2024, between Sigma Additive Solutions, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 25th, 2024 • NextTrip, Inc. • Transportation services • Delaware
This Securities Purchase Agreement (this “Agreement”), dated as of September 19, 2024, by and between NextTrip, Inc., a Nevada corporation (the “Company”), and Alumni Capital LP, a Delaware limited partnership (the “Investor”).
COMMON STOCK PURCHASE WARRANT NEXTTRIP, INC.Common Stock Purchase Warrant • May 29th, 2025 • NextTrip, Inc. • Transportation services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, The Entrust Group, Inc. FBO Milburn Christopher Mabry Roth IRA Account 7230028478 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 or times on or after the date that is six (6) months from the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 28, 2028, the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from NextTrip, Inc., a Nevada corporation (the “Company”), up to 17,000 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 AGREEMENTSecurities Purchase Agreement • January 3rd, 2025 • NextTrip, Inc. • Transportation services • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of December 31, 2024, between NextTrip, 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”).
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • February 28th, 2025 • NextTrip, Inc. • Transportation services
This Debt Conversion Agreement (the “Agreement”) is entered into effective as of as of February 24, 2025 by and between the investor on the signature page hereto (“Investor”) and NextTrip, Inc., a Nevada corporation (the “Company”), with reference to the following facts:
RETENTION BONUS AND CHANGE IN CONTROL AGREEMENTRetention Bonus and Change in Control Agreement • September 4th, 2024 • NextTrip, Inc. • Transportation services • Nevada
This Retention Bonus and Change in Control Agreement is entered into on January 26, 2023 by and between Sigma Additive Solutions, Inc. (formerly, Sigma Labs, Inc.), a Nevada corporation (the “Company”), and Jacob Brunsberg (the “Executive”), with reference to the following:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 28th, 2025 • NextTrip, Inc. • Transportation services • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of February 24, 2025, between NextTrip, 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”).
WARRANTWarrant Agreement • September 25th, 2024 • NextTrip, Inc. • Transportation services • Delaware
THIS WARRANT (the “Warrant”) certifies that, for value received, Alumni Capital LP 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 19th of September, 2024 (the “Initial Issuance 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 NextTrip, Inc., a Nevada corporation (the “Company”), up to 96,774 shares of the Company’s Common Stock (“Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Form of Stock Appreciation Rights AgreementStock Appreciation Rights Agreement • June 30th, 2020 • Sigma Labs, Inc. • Miscellaneous manufacturing industries • Nevada
This Stock Appreciation Rights Agreement (this “Agreement”) is made and entered into as of [DATE] by and between Sigma Labs, Inc., a Nevada corporation (the “Company”) and [EMPLOYEE NAME] (the “Participant”).