DarkPulse, Inc. Sample Contracts

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ASSET PURCHASE AGREEMENT by and between FUJITSU TRANSACTION SOLUTIONS INC.
Asset Purchase Agreement • November 19th, 2004 • Klever Marketing Inc • Services-prepackaged software • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 14th, 2019 • DarkPulse, Inc. • Services-prepackaged software • Nevada

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 5, 2019, by and between DARKPULSE, INC., a Delaware corporation, with headquarters located at 350 5th Ave., 59th Fl., New York, NY 10018 (the “Company”), and CROWN BRIDGE PARTNERS, LLC, a New York limited liability company, with its address at 1173a 2nd Avenue, Suite 126, New York, NY 10065 (the “Buyer”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 15th, 2019 • DarkPulse, Inc. • Services-prepackaged software • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 10, 2019, by and between DarkPulse, Inc., a Delaware corporation, with headquarters located at 350 5th Ave., 59th Floor, New York, NY 10018 (the “Company”) and GS CAPITAL PARTNERS, LLC, with its address at 30 Broad Street, Suite 1201, New York, NY 10004 (the “Buyer”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 15th, 2021 • DarkPulse, Inc. • Services-prepackaged software • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 2, 2020, by and between DarkPulse, Inc., a Delaware corporation, with its address at 225 West 34th Street, 9th Floor, New York, NY 10022 (the “Company”), and GENEVA ROTH REMARK HOLDINGS, INC., a New York corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).

We are familiar with the Intercreditor Agreement recited above and hereby assent to the terms and conditions thereof. Dated: August 27, 2001 KLEVER MARKETING, INC. By:_________________________________ Corey Hamilton Its: Chief Executive Officer
Intercreditor Agreement • May 15th, 2002 • Klever Marketing Inc • Services-prepackaged software

THIS INTERCREDITOR AGREEMENT dated as of August 27, 2001 by and among Seabury Investors III, Limited Partnership, located at 2 Stamford Landing, Ste. 220, Stamford, Connecticut 06902 ("Seabury"), The Olson Foundation, located at _____________________________________________________________, ("Olson Foundation"), and Presidio Investments, LLC, located at 3200 North Central, Suite 1560, Phoenix, Arizona 85012 ("Presidio"; Presidio, Seabury, and Olson Foundation hereinafter collectively the "Senior Lenders")

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 3rd, 2022 • DarkPulse, Inc. • Services-prepackaged software • Nevada

This Registration Rights AGREEMENT (the “Agreement”), dated as of May 27, 2022 (the “Execution Date”), is entered into by and between DarkPulse, Inc., a Delaware corporation with its principal executive office at 1345 Avenue of the Americas, 2nd Floor, New York, NY 10105 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102 Jericho, NY 11753 (the “Investor”).

EQUITY FINANCING AGREEMENT
Equity Financing Agreement • February 9th, 2024 • DarkPulse, Inc. • Services-prepackaged software

This EQUITY FINANCING AGREEMENT (the “Agreement”), dated as of April 28, 2023 (the “Execution Date”), is entered into by and between DarkPulse, Inc., a Delaware corporation with its principal executive office at 815 Walker St., Suite 1155, Houston, Texas 77002 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102, Jericho, NY 11753 (the “Investor”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 16th, 2021 • DarkPulse, Inc. • Services-prepackaged software • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 26, 2021, by and between DARKPULSE, INC., a Delaware corporation, with headquarters located at 1345 Avenue of the Americas, 2nd Floor, New York, New York 10105 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Buyer”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 10th, 2022 • DarkPulse, Inc. • Services-prepackaged software • Texas

This EMPLOYMENT AGREEMENT (the “Agreement”) is by and between DarkPulse, Inc., a Delaware corporation (the “Company”), and Dennis O’Leary, a resident of Arizona (the “Employee”).

PARTNERSHIP AGREEMENT
Partnership Agreement • May 17th, 2023 • DarkPulse, Inc. • Services-prepackaged software • Delhi

THIS PARTNERSHIP AGREEMENT (“Agreement”), made and entered into effective this 16th day of May, 2023 (the “Effective Date”), by and between DarkPulse, Inc., a Delaware corporation, (hereinafter called “DarkPulse”) and Jupiter Metal Pvt. Ltd., a Company registered as per companies act 1956, (hereinafter called “Jupiter”), as partners, sometimes hereinafter collectively called “Partners”).

DarkPulse, Inc.
DarkPulse, Inc. • August 16th, 2021 • Services-prepackaged software • New York

The purpose of this letter (this “Letter of Intent”) is to set forth certain nonbinding understandings and certain binding agreements by, between, and among DarkPulse, Inc., a Delaware corporation (the “Purchaser”), Wildlife Specialists, LLC, a Pennsylvania limited liability company (the “Company”), and J. Merlin Benner, an individual (the “Shareholder”), as of the date shown above (the “Effective Date”), with respect to the acquisition of a majority ownership in the Company owned by the Shareholder on the terms set forth below. As set forth herein, each of the Purchaser, the Company, and the Shareholder, a “party,” and, together, the “parties.”

AMENDED EQUITY FINANCING AGREEMENT
Amended Equity Financing Agreement • February 9th, 2024 • DarkPulse, Inc. • Services-prepackaged software

This AMENDED EQUITY FINANCING AGREEMENT (the “Agreement”), dated as of June 13, 2023 (the “Execution Date”), is entered into by and between DarkPulse, Inc., a Delaware corporation with its principal executive office at 815 Walker St., Suite 1155, Houston, Texas 77002 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102, Jericho, NY 11753 (the “Investor”) and is intended to supersede and replace that certain Equity Financing Agreement dated April 28, 2023.

AMENDMENT No. 1 TO EQUITY FINANCING AGREEMENT
Equity Financing Agreement • June 3rd, 2022 • DarkPulse, Inc. • Services-prepackaged software

This Amendment No. 1 (this “Amendment”) to the Equity Financing Agreement dated May 27, 2022 (the “Agreement”) by and between DarkPulse, Inc., a Delaware corporation (the “Company”) and GHS Investments LLC, a Nevada limited liability company (“GHS”). The Company and GHS will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Amendment will have the meaning set forth in the Agreement, attached hereto as Exhibit A.

Joint Venture Agreement
Joint Venture Agreement • September 12th, 2022 • DarkPulse, Inc. • Services-prepackaged software • Delaware

This Joint Venture Agreement (“Agreement”), is made effective as of this 9 day of September, 2022, by and between DarkPulse, Inc., a Delaware corporation (“DarkPulse”), and Neural Signals Inc, a Georgia corporation (“NSI”). The parties are hereinafter sometimes referred to together as the “Joint Venturers” or the “Parties” and individually as a “Joint Venturer” or “Party.”

SETTLEMENT AND MUTUAL RELEASE AGREEMENT
Settlement and Mutual Release Agreement • August 16th, 2021 • DarkPulse, Inc. • Services-prepackaged software • Nevada

THIS SETTLEMENT AND MUTUAL RELEASE AGREEMENT (the "Agreement") dated as of June 3, 2021 (the “Effective Date”), is made by and between DARKPULSE, INC., a Delaware corporation (the “Company”) and Auctus Fund, LLC, a Delaware limited liability company (the "Investor") (together with the Company, the “Parties”).

Contract
Θ Contract • July 6th, 2022 • DarkPulse, Inc. • Services-prepackaged software

ϑ Contract Joint cooperation between: - - Darkpulse Inc. And - Salman International Company ΎΗϓΎϗ ϊϗΩ - : ˱ଉ ϡϧ ϼ ΥΎλ ΏϼΗϋ΍ϭϧ ϼϣηΗέϛ Ώϳϧ ϙ Ω΍έϛΑϼγ εέϛΓ - - ϭ ϻΩϭϠϳΓ αϼϣΎϧ εέϛΓ On 5 , July 2022 Parties: First party: Dark Pulse Inc, with its headquarters as 815 Walker Street Suite 1155 Houston, TX 77002 Represented by Mr . Dennis O'Leary as Chairman & CEO Second Party : Salman International Company with its headquarters 98 Banks Division Al - Waha District, Nasr City - it is represented by Mr . Adel Mahmoud Salman in his capacity as chairman of the board of directors and represents that it is an authorized distributor of Siemens products in Egypt . The Parties agreed to Upon the conclusion of this contract in accordance with the following Definitions, terms and conditions according the following content : - --------- ϼϣϭΎϔϗ ------- ΕΣέέϫΫ΍ ϼόϗΩ ϑϳ ϱϭϣ : ϡϧ ϼ Ώϳϧ ϙ ----------------- . εέϛΓ Ω΍έϛ Ώϼγ ϭϣϗέϫ΍ : ϭϟ Ϸ ϼρέϓ ΍ ---- - -- - --- - --- - -- - --- - - - - Ωϳϧϳγ ΃ϭϠϳέϳ ΏλϔΗϫ ϼϣΩϳέ ϼΗϧ

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PURCHASE AGREEMENT
Purchase Agreement • June 23rd, 2023 • DarkPulse, Inc. • Services-prepackaged software • Delaware

This PURCHASE AGREEMENT (this “Agreement”) is made and entered into effectively as of October 12, 2022 (the “Effective Date”), by and among Darkpulse, Inc. (the “Acquirer”), GLADSTONE ACQUISITION CORP., a Delaware corporation (“SPAC”), and GLADSTONE SPONSOR, LLC (“Sponsor”) (each a “Party” and, collectively, the “Parties”).

CONSULTING AGREEMENT
Consulting Agreement • August 10th, 2022 • DarkPulse, Inc. • Services-prepackaged software • New York

This Consulting Agreement (the “Agreement”) dated this 1st day of June , 2022 between DarkPulse, Inc., a Delaware corporation doing business as DarkPulse, Inc. (the “Company”) and Dr. Ehab M. Eldemeri (the “Consultant”).

SECOND AMENDED EQUITY FINANCING AGREEMENT
Second Amended Equity Financing Agreement • February 9th, 2024 • DarkPulse, Inc. • Services-prepackaged software

This SECOND AMENDED EQUITY FINANCING AGREEMENT (the “Agreement”), dated as of July 10, 2023 (the “Execution Date”), is entered into by and between DarkPulse, Inc., a Delaware corporation with its principal executive office at 815 Walker St., Suite 1155, Houston, Texas 77002 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102, Jericho, NY 11753 (the “Investor”) and is intended to supersede and replace that certain Amended Equity Financing Agreement dated June 13, 2023.

AGREEMENT
Agreement • October 24th, 2022 • DarkPulse, Inc. • Services-prepackaged software

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of Common Stock of Global System Dynamics, Inc.

MESHING TOGETHER: DARKPULSE SUBSIDIARY, OPTILAN, & RAJANT ENTER INTO NEW STRATEGIC PARTNERSHIP UNDER RAJANT KINETIC MESH PARTNER PROGRAM
DarkPulse, Inc. • October 27th, 2021 • Services-prepackaged software

NEW YORK, New York –October 27, 2021 – Dark Pulse, Inc. (OTC Markets: DPLS) (“DarkPulse” and the “Company”), a technology company focused on the manufacture, sale, installation, and monitoring of laser sensing systems based on its patented BOTDA dark-pulse sensor technology (the “DarkPulse Technology”) which provides a data stream of critical metrics for assessing the health and security of infrastructure, today announced its subsidiary, Optilan, has entered Rajant’s Kinetic Mesh Partner Program, combining Optilan’s industry-leading security and communications integration services with Rajant’s pioneering Kinetic Mesh® wireless networking solution.

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 21st, 2018 • DarkPulse, Inc. • Services-prepackaged software

This Amendment No. 2 to Agreement and Plan of Merger, dated August 17, 2018 and effective as of July 18, 2018 (this “Amendment”), by and among DarkPulse, Inc., formerly known as Klever Marketing, Inc., a Delaware corporation (“Parent”), DarkPulse Technologies Inc., a News Brunswick corporation (“Company”), and DPTH Acquisition Corporation, a Utah corporation (“Merger Subsidiary”) amends that certain Agreement and Plan of Merger dated as of April 27, 2018, as amended, supplemented or otherwise modified from time to time in accordance with its provisions (the “Agreement”) by and among Parent, Company and Merger Subsidiary (collectively, the “Parties”).

TEAMING AGREEMENT
Teaming Agreement • December 1st, 2021 • DarkPulse, Inc. • Services-prepackaged software • New Brunswick

DarkPulse Inc., a corporation organized under the laws of Delaware, with an address at 225 W 34th Street 9th Floor, New York, NY 10122 (hereinafter “DarkPulse”), of the first part, and CADG Engineering Pte Ltd (CADG), 350 Orchard Road, 16-09 Shaw House 238868 (hereinafter “CADG”) of the second part,

MEMBERSHIP INTEREST PURCHASE AGREEMENT Between PHILLIP J. BENNER JONAS M. BENNER BENJAMIN P. BENNER ANGELICA M. BENNER And DARKPULSE, INC. dated as of August 24, 2022 MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • November 4th, 2022 • DarkPulse, Inc. • Services-prepackaged software • Texas

This Membership Interest Purchase Agreement (this “Agreement”), dated as of August 24, 2022 (the “Effective Date”), is entered into by, between, and among J. Merlin Benner, Phillip J. Benner, Benjamin P. Benner, Jonas M. Benner, and Angelica M. Benner (collectively referred to as the “Sellers”), who own forty percent (40%) of the equity interests of Wildlife Specialists, Limited Liability Company, a Pennsylvania limited liability company (the “Company”), and DarkPulse, Inc., a Delaware corporation (the “Buyer” or “DarkPulse”). Each of the Buyer and the Sellers shall be referred to herein as a “Party”, and, together, as the “Parties.”

AGREEMENT AND PLAN OF MERGER BY AND AMONG KLEVER MARKETING, INC., DARKPULSE TECHNOLOGIES INC., AND DPTH ACQUISITION CORPORATION
Agreement and Plan of Merger • May 1st, 2018 • Klever Marketing Inc • Services-prepackaged software • Delaware

This Agreement and Plan of Merger (this “Agreement”) is entered into effective as of the ___ day of April, 2018 (the “Effective Date”), by and among Klever Marketing, Inc., a Delaware corporation (“Parent”), DarkPulse Technologies Inc., a New Brunswick corporation (“Company”), and DPTH Acquisition Corporation, a Utah corporation (“Merger Subsidiary”). Certain capitalized terms used in this Agreement are defined in Article 9.

LICENSE AGREEMENT NO. 529155 BETWEEN BATTELLE MEMORIAL INSTITUTE AND DARKPULSE TECHNOLOGY HOLDINGS INC. December 2018
License Agreement • January 3rd, 2019 • DarkPulse, Inc. • Services-prepackaged software • Washington

THIS AGREEMENT made and entered into at Richland, Washington, by and between DarkPulse Technology Holdings, Inc., having a principal place of business in New York, New York, herein called "LICENSEE", and Battelle Memorial Institute, having a place of business in Richland, Washington, herein called "BATTELLE". Each hereinafter referred to individually as "Party" and jointly as "Parties". This Agreement is effective on the date affixed hereto by the Party last signing this Agreement (the "Effective Date").

JOINDER TO REGISTRATION RIGHTS AGREEMENT October 12, 2022
Registration Rights Agreement • June 23rd, 2023 • DarkPulse, Inc. • Services-prepackaged software

Reference is made to that certain Registration Rights Agreement (as may be further amended and/or restated from time to time, the “Registration Rights Agreement”), dated as of August 4, 2021, by and among Gladstone Acquisition Corporation, a Delaware corporation (the “Company”), Gladstone Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holders on the signature page thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Registration Rights Agreement.

OPTILAN (UK) LIMITED as Seller and COLIN HARDMAN, CHRISTOPHER ALLEN AND GREGORY ANDREW PALFREY as Joint Liquidators and DARKPULSE INC as Buyer SALE AGREEMENT
Sale Agreement • December 18th, 2023 • DarkPulse, Inc. • Services-prepackaged software

Applicable Intellectual Property Rights: Intellectual Property Rights owned, used or held for use by the Seller as set out in Schedule 2 and, for the avoidance of doubt, excluding any Excluded Intellectual Property Rights.

MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • December 1st, 2021 • DarkPulse, Inc. • Services-prepackaged software • New York

This Membership Interest Purchase Agreement (this “Agreement”), dated effective as of October 1, 2021 (the “Effective Date”), is entered into between Justin Dee, a member owning a majority equity interest of TerraData Unmanned, PLLC, a Florida limited liability company (the “Seller”), and DarkPulse, Inc., a Delaware corporation (the “Buyer” or “DarkPulse”).

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