K&L Gates Sample Contracts

BETWEEN
Stock Purchase Agreement • January 12th, 2009 • Air Transport Group Holdings, Inc. • Airports, flying fields & airport terminal services • Florida
RECITALS
Escrow Agreement • January 12th, 2009 • Air Transport Group Holdings, Inc. • Airports, flying fields & airport terminal services
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 30th, 2021 • HealthLynked Corp • Services-offices & clinics of doctors of medicine • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 26, 2021, between HealthLynked 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”).

INDEMNITY AGREEMENT
Indemnity Agreement • July 14th, 2021 • InFinT Acquisition Corp • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between InFinT Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 30th, 2014 • Aspen Group, Inc. • Services-educational services

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July __, 2014, between Aspen Group, Inc., a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

6,000,000 Units Bellevue Life Sciences Acquisition Corp. UNDERWRITING AGREEMENT
Underwriting Agreement • October 7th, 2022 • Bellevue Life Sciences Acquisition Corp. • Blank checks • New York

The undersigned, Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you,” “Chardan,” or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 28th, 2016 • Greenhouse Solutions, Inc. • Wholesale-misc durable goods • New York

THIS SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of November 18, 2016 (the "Effective Date"), is entered into by and between GREENHOUSE SOLUTIONS INC., a Nevada corporation (the "Company"), and SBI INVESTMENTS LLC, 2014-1, a statutory series of Delaware limited liability company (the "Buyer").

WARRANT AGREEMENT
Warrant Agreement • February 11th, 2020 • Greenrose Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT is made as of February 11, 2020 between Greenrose Acquisition Corp., a Delaware corporation, with offices at 1000 Woodbury Road, Suite #212, Woodbury, NY 11797 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • October 7th, 2022 • Bellevue Life Sciences Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022 by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation, (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).

UNDERWRITING AGREEMENT between CHI KO HOLDINGS LIMITED and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters CHI KO HOLDINGS LIMITED UNDERWRITING AGREEMENT
Underwriting Agreement • May 30th, 2023 • Chi Ko Holdings LTD • General bldg contractors - nonresidential bldgs • New York

The undersigned, Chi Ko Holdings Limited, a corporation formed under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC (hereinafter referred to as 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:

AGREEMENT BETWEEN NOTE HOLDERS Dated as of June 25, 2020 by and among SOCIETE GENERALE FINANCIAL CORPORATION (Initial Note A-1 Holder) and SOCIETE GENERALE FINANCIAL CORPORATION (Initial Note A-2 Holder) ExchangeRight Net Leased Portfolio 32
Agreement Between Note Holders • October 27th, 2020 • BBCMS Mortgage Trust 2020-C8 • Asset-backed securities • New York

THIS AGREEMENT BETWEEN NOTE HOLDERS (“Agreement”), dated as of June 25, 2020 by and among Societe Generale Financial Corporation (“SGFC” and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”) and SGFC (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder” and, together with the Initial Note A-1 Holder, the “Initial Note Holders”).

InFinT Acquisition Corporation 17,250,000 Units Underwriting Agreement
Underwriting Agreement • October 20th, 2021 • InFinT Acquisition Corp • Blank checks • New York

InFinT Acquisition Corporation, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 17,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 2,250,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).

CLARUS CORPORATION (a Delaware corporation) 2,750,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • October 29th, 2021 • Clarus Corp • Sporting & athletic goods, nec • New York

Clarus Corporation, a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA is acting as Representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 412,500 additional shares of Common Stock. The aforesaid 2,750,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters and all or any

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 10th, 2022 • Bellevue Life Sciences Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2022, by and among Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), Bellevue Global Life Sciences Investors LLC, a Delaware limited liability company (the “Sponsor”), Chardan Capital Markets LLC (the “Representative”), and any additional party that holds Registrable Securities (as defined below) and executes joinder to this agreement agreeing to be bound as an Investor hereunder (each, an “Investor” and collectively with the Sponsor and the Representative, the “Investors”).

CO-LENDER AGREEMENT Dated as of October 30, 2018 by and between GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-1 Holder) and GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-2 Holder) Pier 70
Co-Lender Agreement • February 27th, 2019 • GS Mortgage Securities Trust 2019-Gc38 • Asset-backed securities • New York

THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of October 30, 2018 by and between GOLDMAN SACHS MORTGAGE COMPANY (“GSMC” and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”) and GSMC together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder” and, together with the Initial Note A-1 Holder, the “Initial Note Holders”).

CREDIT AGREEMENT
Credit Agreement • October 27th, 2017 • Anika Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York

This CREDIT AGREEMENT is entered into as of October 24, 2017, among ANIKA THERAPEUTICS, INC., a Massachusetts corporation (the “Borrower”), the Subsidiaries of the Borrower as are or may from time to time become parties to this Agreement as Subsidiary Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.

8,000,000 Shares of Class A Common Stock AdaptHealth Corp. UNDERWRITING AGREEMENT
Underwriting Agreement • January 12th, 2021 • AdaptHealth Corp. • Services-home health care services • New York
KALA PHARMACEUTICALS, INC. 16,000,000 Shares of Common Stock Underwriting Agreement
Kala Pharmaceuticals, Inc. • March 12th, 2020 • Pharmaceutical preparations • New York

Kala Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 16,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,400,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”

COMMON STOCK PURCHASE WARRANT
WaferGen Bio-Systems, Inc. • November 12th, 2015 • Laboratory analytical instruments • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [l] 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 the close of business on October 21, 2018 (the “Termination Date”) but not thereafter, to subscribe for and purchase from WAFERGEN BIO-SYSTEMS, INC., a Nevada corporation (the “Company”), up to [l] shares (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 issued by the Company pursuant to Section 2.3(vii) of the Underwriting Agreement, dated as of October 16, 2015, between the Company and Ladenburg Thalmann & Co. Inc. as representative of the underwriters listed therein.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 22nd, 2018 • Axonics Modulation Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of by and between Axonics Modulation Technologies, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).

SECURITIES PURCHASE AGREEMENT FOR CLASS C AND CLASS D UNITS
Securities Purchase Agreement • July 8th, 2020 • Tenax Therapeutics, Inc. • Services-commercial physical & biological research • New York

This Securities Purchase Agreement for Class C and Class D Units (this “Agreement”) is dated as of July 6, 2020, between Tenax Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
Registration and Shareholder Rights Agreement • October 20th, 2021 • InFinT Acquisition Corp • Blank checks • New York

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among InFinT Acquisition Corporation, a Cayman Islands exempted company (the “Company”), InFinT Capital LLC, a Delaware limited liability company (the “Sponsor”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement (each such party, together with the Sponsor and, a “Holder” and collectively the “Holders”).

WARRANT AGREEMENT
Warrant Agreement • October 20th, 2021 • InFinT Acquisition Corp • Blank checks • New York

This agreement (“Agreement”) is made as of [●], 2021 between InFinT Acquisition Corporation, a Cayman Islands exempted company, with offices at 32 Broadway, Suite 401, New York, NY 10004 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

CREDIT AGREEMENT dated as of February 26, 2016 Among ASPEN TECHNOLOGY, INC., as Borrower, The LENDERS Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent
Credit Agreement • February 29th, 2016 • Aspen Technology Inc /De/ • Services-computer programming services • New York

CREDIT AGREEMENT dated as of February 26, 2016, among ASPEN TECHNOLOGY, INC., as Borrower, the LENDERS party hereto, the INITIAL ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

975,000 Shares VERITONE, INC. COMMON STOCK PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT November 17, 2017
Underwriting Agreement • November 20th, 2017 • Veritone, Inc. • Services-computer processing & data preparation • New York

Veritone, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Roth Capital Partners, LLC (the “Representative”) is acting as Representative, an aggregate of 975,000 shares of common stock, par value $0.001 per share, of the Company (the “Firm Shares”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 27th, 2023 • Enochian Biosciences Inc • Pharmaceutical preparations

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 20, 2023, is made by and between ENOCHIAN BIOSCIENCES INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

Lightwave Logic, Inc. Common Stock ($0.001 par value per share) Sales Agreement
Lightwave Logic, Inc. • December 9th, 2022 • Miscellaneous plastics products • New York

Lightwave Logic, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Agent”), as follows:

10% original issue discount 5% Senior Convertible NOTE DUE MAY 25, 2020
OncBioMune Pharmaceuticals, Inc • November 19th, 2019 • Pharmaceutical preparations • New York

THIS 10% SENIOR CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 5% Senior Convertible Notes issued at a 10% original issue discount by OncBioMune Pharmaceuticals, Inc., a Nevada corporation (the “Company”) (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 31st, 2012 • DARA BioSciences, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 28, 2012, between DARA BioSciences, Inc., a Delaware 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 AGREEMENT
Securities Purchase Agreement • February 7th, 2023 • Genetic Technologies LTD • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) dated as of February 3, 2023, is between Genetic Technologies Limited, an Australian corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

PEDEVCO Corp. Common Stock ($0.001 par value per share) Sales Agreement
Sales Agreement • November 18th, 2021 • Pedevco Corp • Crude petroleum & natural gas • New York

PEDEVCO Corp., a Texas corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Agent”), as follows:

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 22nd, 2020 • OncBioMune Pharmaceuticals, Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 16, 2020, between OncBioMune Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and Doug Mergenthaler (the “Purchaser”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 31st, 2020 • Bit Digital, Inc • Finance services • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 31, 2020, is by and among Bit Digital, Inc., a company organized under the laws of the Cayman Islands (the “Company”), and the buyer signatory made a party hereto (“Buyer”).

Underwriting Agreement
Underwriting Agreement • July 10th, 2017 • Kala Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

EGC — Testing the waters authorization (to be delivered by the issuer to J.P. Morgan and Merrill Lynch in email or letter form)