Procopio, Cory, Hargreaves & Savitch Sample Contracts

AGREEMENT
Registration Rights Agreement • March 27th, 1998 • Osage Systems Group Inc • Services-motion picture & video tape production • Delaware
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STOCK PURCHASE AGREEMENT BY AND AMONG TWINLAB CORPORATION, TWIN LABORATORIES INC., WILLIAM LOGUE, SHERI SEARS
Stock Purchase Agreement • September 4th, 1998 • Twinlab Corp • Medicinal chemicals & botanical products • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger • March 5th, 2004 • Loudeye Corp • Services-computer programming services • Washington
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 18th, 2023 • ONCOSEC MEDICAL Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 16, 2023, between OncoSec Medical Incorporated, 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”).

OF
Asset Purchase Agreement • April 26th, 2000 • American Technology Corp /De/ • Household audio & video equipment • California
UNDERWRITING AGREEMENT between TIVIC HEALTH SYSTEMS, INC. and THINKEQUITY LLC as Representative of the Several Underwriters
Underwriting Agreement • February 13th, 2023 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York

The undersigned, Tivic Health Systems, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Tivic Health Systems, Inc.) (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (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:

EXHIBIT 10.3 EMPLOYMENT AGREEMENT
Employment Agreement • April 26th, 2000 • American Technology Corp /De/ • Household audio & video equipment • California
Santarus, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • May 10th, 2013 • Santarus Inc • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 9th, 2023 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 6, 2023 between Tivic Health Systems, 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”).

EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 27th, 2003 • Itron Inc /Wa/ • Radio & tv broadcasting & communications equipment • California
WHEREAS:
Registration Rights Agreement • April 2nd, 2003 • Microislet Inc • Biological products, (no disgnostic substances) • Nevada
DEFINITIONS
Securities Purchase Agreement • September 2nd, 2003 • Loudeye Corp • Services-computer programming services • New York
BY AND AMONG XICOR, INC.,
Agreement and Plan of Merger • November 12th, 2003 • Xicor Inc • Semiconductors & related devices • California
1,818,182 Shares SIMULATIONS PLUS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 10th, 2020 • Simulations Plus Inc • Services-computer integrated systems design • New York
HYLETE, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • September 30th, 2019 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

The undersigned, Hylete, Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as defined below) as being subsidiaries or affiliates of Hylete Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representatives (as defined below), collectively, the “Underwriters” and each, an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC (“Maxim”) and WestPark Capital, Inc. (“WestPark”) are acting as representatives to the several Underwriters (in such capacity, the “Representatives”) on the terms and conditions set forth herein.

AT THE MARKET OFFERING AGREEMENT
Market Offering Agreement • March 4th, 2022 • NextPlay Technologies Inc. • Transportation services • New York

NextPlay Technologies, Inc., a corporation organized under the laws of Nevada (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:

AMERICAN TECHNOLOGY CORPORATION
Stock and Warrant Purchase Agreement • May 15th, 2002 • American Technology Corp /De/ • Household audio & video equipment • California
PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • November 3rd, 2021 • NextPlay Technologies Inc. • Transportation services • New York
UNDERWRITING AGREEMENT
Cleanspark, Inc. • October 9th, 2020 • Services-computer integrated systems design • New York

The undersigned, CleanSpark, 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 CleanSpark, 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.

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RECITALS
Escrow Agreement • March 31st, 2005 • Loudeye Corp • Services-computer programming services • Washington
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 1st, 2022 • ONCOSEC MEDICAL Inc • Pharmaceutical preparations • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of November 30, 2022, between OncoSec Medical Incorporated, 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”).

INTRODUCTION
Securities Purchase Agreement • March 10th, 2004 • Microislet Inc • Biological products, (no disgnostic substances) • California
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 28th, 2023 • ONCOSEC MEDICAL Inc • Pharmaceutical preparations • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of [ ], 2023, between OncoSec Medical Incorporated, 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”).

INTRODUCTION
Securities Purchase Agreement • March 30th, 2004 • Microislet Inc • Biological products, (no disgnostic substances) • California
OTONOMY, INC. 6,288,890 Shares of Common Stock And Pre-Funded Warrants to Purchase 7,111,110 Common Shares Underwriting Agreement
Underwriting Agreement • April 9th, 2021 • Otonomy, Inc. • Pharmaceutical preparations • New York

Otonomy, 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 6,288,890 shares (the “Underwritten Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), pre-funded warrants to purchase an aggregate of 7,111,110 shares of Common Stock in a form to be mutually agreed by the Company and the Representatives (the “Warrants”) and, at the option of the Underwriters, up to an additional 2,010,000 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Warrants are herein referred to as the “Underwritten Securities”. The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock issuable upon exercise of the Warrants are herein referred to as the “Warrant Shares”. The Shares, the Warrants and the Warrant Share

July 26, 2012
Letter Agreement • August 19th, 2016 • Everbridge, Inc. • Services-prepackaged software • Massachusetts

This letter agreement (this “Agreement”) will set forth the terms of your “at-will” employment relationship with Everbridge, Inc., and/or any present or future parent, subsidiary or affiliate thereof (collectively, the “Company”). This Agreement hereby supersedes any and all previous agreements relating to your employment relationship with the Company. The terms of your position with the Company are as set forth below and will be effective only upon, and subject to, the signing of this Agreement and any other agreements or documentation required hereunder, by you and the Company.

ONE STOP SYSTEMS, INC. as the Issuer, and as the Trustee INDENTURE Dated as of _______________, 202_
Indenture • August 18th, 2023 • One Stop Systems, Inc. • Electronic computers • Delaware
SECURITIES PURCHASE AGREEMENT
Securities 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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 4th, 2006 • Jmar Technologies Inc • Measuring & controlling devices, nec • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 28, 2005, by and among JMAR Technologies, Inc., a Delaware corporation, with headquarters located at 10905 Technology Place, San Diego, California 92127 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).

REGISTRATION RIGHTS AGREEMENT - CONVERTIBLE NOTE
Registration Rights Agreement - Convertible Note • December 24th, 2012 • Spy Inc. • Ophthalmic goods • California

This Registration Rights Agreement (this "Agreement") is effective as of December 18, 2012 by and between SPY Inc., a Delaware corporation (the "Company"), and Harlingwood (Alpha) LLC, a Delaware limited liability company ("Investor").

WHEREAS:
Common Stock Purchase Agreement • April 2nd, 2003 • Microislet Inc • Biological products, (no disgnostic substances) • Nevada
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