CLEARSIGN COMBUSTION CORPORATION SUBSCRIPTION AND CONTRIBUTION AGREEMENTSubscription and Contribution Agreement • November 14th, 2011 • Clearsign Combustion Corp • Washington
This Subscription and Contribution Agreement (this "Agreement") is entered into as of March 4, 2008 between ClearSign Combustion Corporation, a Washington corporation (the "Company"), the B.D. and D.G. Goodson Trust ("Investor"), and David Goodson ("Founder" and, together with Investor, the "Founder Group").
CLEARSIGN COMBUSTION CORPORATION SUBSCRIPTION AGREEMENTSubscription Agreement • November 14th, 2011 • Clearsign Combustion Corp • Washington
This Subscription Agreement (the "Agreement") is entered into by and between ClearSign Combustion Corporation, a Washington corporation (the "Company"), and the undersigned investor ("Purchaser").
CLEARSIGN COMBUSTION CORPORATION SUBSCRIPTION AGREEMENTSubscription Agreement • November 14th, 2011 • Clearsign Combustion Corp • Washington
This Subscription Agreement (the "Agreement") is entered into by and between ClearSign Combustion Corporation, a Washington corporation (the "Company"), and the undersigned ("Purchaser").
CLEARSIGN COMBUSTION CORPORATION RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • November 14th, 2011 • Clearsign Combustion Corp • Washington
This Restricted Stock Purchase Agreement (this "Agreement") is made as of April 14, 2008 by and between ClearSign Combustion Corporation, a Washington corporation (the "Company"), and Dr. Thomas Hartwick (the "Purchaser").
CLEARSIGN COMBUSTION CORPORATION WARRANT TO PURCHASE SHARES OF COMMON STOCKClearsign Combustion Corp • November 14th, 2011 • Washington
This WARRANT TO PURCHASE SHARES OF COMMON STOCK certifies that MDB Capital Group LLC, having an address at 401 Wilshire Boulevard, Suite 1020, Santa Monica, California 90401, or permitted assignees is the registered holder (the “Holder”) of this Warrant to Purchase Shares of Common Stock (the “Warrant”) to purchase shares of the common stock, par value $.0001 per share (the “Common Stock”), of ClearSign Combustion Corporation, a Washington corporation (the “Company”). This Warrant has been issued to the Holder in connection with the closing of the private placement of up to $3,000,000 of Common Stock offered by the Company on or about the date hereof (the “Offering”).
The IP Investment Bank ENGAGEMENT AGREEMENTEngagement Agreement • November 14th, 2011 • Clearsign Combustion Corp • California
This engagement agreement (the “Agreement”) sets forth the terms and conditions by which MDB will provide financial advisory and other professional services to the Company in relation to the series of transactions set forth herein. MDB will act (1) as the Company’s exclusive investment banker regarding a possible merger/acquisition/reorganization/distribution of shares transaction involving another company (“Merger Transaction”), possibly with a shell company (“Shell”), (2) as the Company’s exclusive placement agent to assist it in one or more private offerings of its securities (“Private Placement”) on a “best-efforts” basis, and (3) as the Company’s underwriter for any public offering of its securities (“Underwritten Offering”) pursuant to the terms and conditions as set forth herein.
MDB CAPITAL GROUP LLC CONSULTING AGREEMENTConsulting Agreement • November 14th, 2011 • Clearsign Combustion Corp • California
The purpose of this consulting letter agreement (this “Agreement”) is to acknowledge that, since July 2010, MDB Capital Group, LLC (“MDB”) has been providing consulting services to ClearSign Combustion Corporation (the “Company”), as set forth on Exhibit A to this Agreement (the “Original Services”), and to set forth the terms and conditions by which MDB will continue to provide intellectual property strategy consulting and other business strategy consulting related services (the “Continuing Services”) to the Company.
CLEARSIGN COMBUSTION CORPORATION FOUNDERS AGREEMENTAdoption Agreement • November 14th, 2011 • Clearsign Combustion Corp • Washington
This Founders Agreement (this "Agreement") is made and entered into as of April 14, 2008 (the "Effective Date") by and among ClearSign Combustion Corporation, a Washington corporation (the "Company"), David Goodson ("Goodson"), B.D. and D.G. Goodson Trust (the "Goodson Trust"), The Alternative Energy Resource Alliance ("AERA"), Geoff Osler ("Osler"), Richard Rutkowski ("Rutkowski"), Trinity West Trust I, and Trinity West Trust II (a "Rutkowski Trust" and, together with Trinity West Trust I, the "Rutkowski Trusts") (Goodson, Osler and Rutkowski collectively referred to as the "Founders," and the Goodson Trust, AERA, Osler and the Rutkowski Trusts collectively referred to as the "Investors").
Consultant Proprietary Information and Assignment of Inventions AgreementInventions Agreement • November 14th, 2011 • Clearsign Combustion Corp • Washington
