Davis Graham & Stubbs Sample Contracts

SPECIAL WARRANTS TO ACQUIRE UNITS
Apollo Gold Corp • November 9th, 2004 • Gold and silver ores • Ontario
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EXHIBIT 10.1 STOCK PURCHASE AGREEMENT Dated September 30 , 1997
Stock Purchase Agreement • November 6th, 1997 • Qwest Communications International Inc • Telephone communications (no radiotelephone) • Colorado
VOTING AGREEMENT
Voting Agreement • April 2nd, 2003 • Graphic Packaging International Corp • Paperboard containers & boxes • Delaware
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 21st, 2001 • Active Iq Technologies Inc • Retail-auto & home supply stores • Minnesota
AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 22nd, 2001 • Paradise Music & Entertainment Inc • Services-motion picture & video tape production • New York
BETWEEN
Purchase and Sale Agreement • September 22nd, 2004 • Bill Barrett Corp • Crude petroleum & natural gas • Colorado
LOAN AGREEMENT
Loan Agreement • February 8th, 2001 • Royal Gold Inc /De/ • Gold and silver ores • Nevada
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 15th, 2003 • London Pacific Group LTD • Finance services • California
WATER SERVICE AGREEMENT
Service Agreement • April 19th, 2004 • Pure Cycle Corp • Refrigeration & service industry machinery • Colorado
EXHIBIT 10.2 Warrant Agreement Dated as of July 2, 2003 Warrants Exercisable for Common Stock TABLE OF CONTENTS
Warrant Agreement • November 19th, 2003 • Infinity Inc • Oil & gas field services, nec • Colorado
DYNAMIC MATERIALS CORPORATION ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • December 8th, 1998 • Dynamic Materials Corp • Miscellaneous primary metal products • Colorado
BETWEEN INTOIL, INC. AND
Purchase and Sale Agreement • August 31st, 2004 • Bill Barrett Corp • Crude petroleum & natural gas • Colorado
DEFINITIONS
Registration Rights Agreement • November 16th, 2004 • Infinity Inc • Oil & gas field services, nec • Colorado
EXHIBIT 4.1 AIR METHODS CORPORATION FORM OF COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • December 3rd, 2003 • Air Methods Corp • Air transportation, nonscheduled • New York
600,000 Shares Mesa Laboratories, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • June 12th, 2020 • Mesa Laboratories Inc /Co • Industrial instruments for measurement, display, and control • New York

The foregoing restrictions shall not apply to the transfer of Shares or Related Securities by gift to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member; provided, however, that in any such case, it shall be a condition to such transfer that:

R E C I T A L S
Guaranty Agreement • November 13th, 2000 • Quiznos Corp • Patent owners & lessors • Colorado
VOTING AGREEMENT
Voting Agreement • February 22nd, 2005 • Pentland Securities (1981) Inc. • Malt beverages • Ontario
SPECIAL NOTE TO ACQUIRE SERIES 2004 - B SECURED CONVERTIBLE DEBENTURES AND WARRANTS
Apollo Gold Corp • November 9th, 2004 • Gold and silver ores • Ontario
CREDIT AGREEMENT
Credit Agreement • June 7th, 2002 • Markwest Energy Partners L P • Crude petroleum & natural gas • Texas
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 10th, 2023 • U.S. Gold Corp. • Metal mining • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 4, 2023 and is between U.S. Gold Corp., 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”).

GTY TECHNOLOGY HOLDINGS INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales Agreement
GTY Technology Holdings Inc. • February 4th, 2022 • Services-computer processing & data preparation • New York
Contract
Securities Purchase Agreement • August 15th, 2013 • Recovery Energy, Inc. • Crude petroleum & natural gas • New York
BETWEEN
Agency and Service Agreement • September 21st, 2004 • Westcore Trust • Colorado
RECITALS
Stock Purchase Agreement • December 15th, 2003 • Advance Display Technologies Inc • Patent owners & lessors • Colorado
EXHIBIT 10.1 AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 6th, 2006 • Delta Petroleum Corp/Co • Crude petroleum & natural gas • Texas
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER dated as of September 22, 2003
Transition Services Agreement • January 15th, 2004 • United States Exploration Inc • Wholesale-petroleum & petroleum products (no bulk stations) • Colorado
Exhibit 2.5 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG CIBER, INC., ARSENAL ACQUISITION CORPORATION
Agreement and Plan of Merger • June 28th, 2001 • Aris Corp/ • Services-computer programming, data processing, etc. • Colorado
PERSHING GOLD CORPORATION UNDERWRITING AGREEMENT 2,205,883 Shares of Common Stock
Underwriting Agreement • December 2nd, 2016 • Pershing Gold Corp. • Gold and silver ores • New York

Pershing Gold Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Laidlaw & Company (UK) Ltd. is acting as representative (the “Representative”), on a best efforts basis, up to an aggregate of 2,205,883 authorized but unissued shares of common stock, par value $0.0001 per share, (the “Common Stock”) of the Company (the “Shares”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional 330,882 shares of Common Stock to cover over-allotments (the “Option Shares”). The Shares and the Option Shares are hereinafter collectively referred to as the “Shares” or the “Securities”.

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