Pryor Cashman Sample Contracts

Staffing 360 Solutions, Inc. – Securities Purchase Agreement (January 23rd, 2019)

This Securities Purchase Agreement (this "Agreement") is dated as of January 22, 2019, between Staffing 360 Solutions, 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").

Staffing 360 Solutions, Inc. – Placement Agency Agreement (January 23rd, 2019)
Stock Purchase Agreement (January 10th, 2019)

This Stock Purchase Agreement (this "Agreement") is made and entered into as of January 4, 2019, by and among InterCloud Systems, Inc., a Delaware corporation (the "Seller"); TNS, Inc. (aka Telnet Solutions) (the "Company"), and Spectrum Global Solutions, Inc., a Nevada corporation ("Buyer"). Buyer, the Seller and the Company are each a "Party" to this Agreement and are sometimes referred to hereinafter collectively as the "Parties."

Mantra Venture Group – Stock Purchase Agreement (January 10th, 2019)

This Stock Purchase Agreement (this "Agreement") is made and entered into as of January 4, 2019, by and among InterCloud Systems, Inc., a Delaware corporation (the "Seller"); TNS, Inc. (aka Telnet Solutions) (the "Company"), and Spectrum Global Solutions, Inc., a Nevada corporation ("Buyer"). Buyer, the Seller and the Company are each a "Party" to this Agreement and are sometimes referred to hereinafter collectively as the "Parties."

Sino Global Shipping America – Share Purchase Agreement (November 14th, 2018)

THIS SHARE PURCHASE AGREEMENT (the "Agreement") is dated as of November 8, 2018, by and among Sino-Global Shipping America, Ltd., a Virginia corporation, (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

China Jo-Jo Drugstores – Cross-Reference Table (October 26th, 2018)

INDENTURE dated as of __________, 20___, between China Jo-Jo Drugstores, Inc., a Nevada corporation (the "Company"), as issuer, and [_______________], a [__________] banking corporation, as Trustee (the "Trustee").

Lm Funding America, Inc. – Underwriting Agreement (October 22nd, 2018)
Nemaura Medical Inc. – NEMAURA MEDICAL INC. Up to US$20,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT (October 19th, 2018)

Nemaura Medical Inc., a Nevada corporation (the "Company"), proposes to issue and sell through Maxim Group LLC (the "Agent"), as sales agent, common stock of the Company, par value $0.001 per share (the "Common Stock"), having an aggregate offering price of up to US$20,000,000 of Common Stock (the Common Stock subject to this Equity Distribution Agreement (this "Agreement") being referred to herein as the "Shares") on terms set forth herein. The Shares consist entirely of authorized but unissued Common Stock to be issued and sold by the Company.

Lm Funding America, Inc. – Underwriting Agreement (October 17th, 2018)
SECURITIES PURCHASE AGREEMENT by and Among DSW SHOE WAREHOUSE, INC., ABG- CAMUTO, LLC, CAMUTO GROUP LLC, CAMUTO CONSULTING, INC., CAMUTO OWNERS (As Defined Herein), CLEAR THINKING GROUP LLC, in the Person of STUART H. KESSLER, Solely in Its Capacity as Sellers Representative (As Defined Herein), and BUYER PARENTS (As Defined Herein), Solely With Respect to the Parent Specified Sections (As Defined Herein) October 10, 2018 (October 11th, 2018)
Nastech Pharmaceutical Company, Inc. – Omnibus Settlement Agreement (October 3rd, 2018)

The undersigned, Marina Biotech, Inc., a Delaware corporation (the "Company"), on the one hand, and Vuong Trieu, PhD, an individual resident in California ("VT"), Autotelic Inc., a Delaware corporation ("Autotelic"), Autotelic LLC, a Delaware limited liability company ("Autotelic LLC"), Autotelic BIO ("Autotelic Bio"), Oncotelic, Inc., a Delaware corporation ("Oncotelic"), and LipoMedics, Inc., a Delaware corporation ("Lipomedics"; each of VT, Autotelic, Autotelic LLC, Oncotelic and LipoMedics a "Counterparty" and collectively the "Counterparties"; each of Autotelic, Autotelic LLC, Oncotelic and LipoMedics a "Corporate Counterparty" and collectively the "Corporate Counterparties"; and the Counterparties together with the Company, the "Parties") on the other hand, have entered into this Omnibus Settlement Agreement (this "Agreement") as of September 28, 2018.

JUMP WORLD HOLDINGS Ltd – Offering Deposit Account Agency Agreement (September 26th, 2018)

This OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENT (this "Agreement") dated as of [ ], 2018, by and among JUMP WORLD HOLDING LIMITED, a Cayman Islands company (the "Company"), having an address at 12th Floor, Tower A, Changtai Plaza, 2889 Jinke Road, Pudong New District, Shanghai, 201203, P.R. China and BOUSTEAD SECURITIES, LLC, serving as the underwriter (the "Underwriter"), having an address at 6 Venture, Suite 265, Irvine, CA 92618 USA, and FinTech Clearing, LLC (the "Deposit Account Agent"), a broker-dealer registered with the Securities and Exchange Commission ("SEC"), having an office at 6 Venture, Suite 265, Irvine, CA 92618 USA. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain prospectus filed with the SEC, under File Number 333-227192, including all attachments, schedules and exhibits thereto, as amended from time to time.

Nastech Pharmaceutical Company, Inc. – Employment Agreement (September 24th, 2018)

AGREEMENT, made as of September 24, 2018, by and between Marina Biotech, Inc., a Delaware corporation (the "Company") and R. Eric Teague (the "Executive").

RealSource Residential, Inc – Series a Preferred Stock Purchase Agreement (September 14th, 2018)

This SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of September 12, 2018, by and between REALSOURCE RESIDENTIAL, INC., a Nevada corporation (the "Company"), and each of the persons and entities listed as a purchaser on the signature pages hereto (each a "Purchaser" and collectively, the "Purchasers").

Aptorum Group Ltd – Aptorum Group Limited Securities Purchase Agreement (September 5th, 2018)

This SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and entered into as of May 15, 2018, by and between Aptorum Group Limited, a Cayman Islands company (the "Company"), and the Investors set forth on the signature pages affixed hereto (each an "Investor" and collectively the "Investors").

Underwriting Agreement (August 7th, 2018)
Aptorum Group Ltd – Aptorum Group Limited Securities Purchase Agreement (July 13th, 2018)

This SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and entered into as of May 15, 2018, by and between Aptorum Group Limited, a Cayman Islands company (the "Company"), and the Investors set forth on the signature pages affixed hereto (each an "Investor" and collectively the "Investors").

Dolphin Digital Media – Securities Purchase Agreement (July 11th, 2018)

THIS SECURITIES PURCHASE AGREEMENT (the Agreement) is made as of July 5, 2018, by and between Dolphin Entertainment, Inc., a Florida corporation (the Company), and the purchaser identified on the signature pages hereto (each, including its permitted successors and assigns, a Purchaser and, collectively, the Purchasers).

Alcobra Ltd. – Patent Assignment and License Agreement (May 14th, 2018)

This PATENT ASSIGNMENT AND LICENSE AGREEMENT, dated August 9, 2013 ("Effective Date"), is entered into by and between Marina Biotech, Inc., a Delaware corporation ("Assignor"), and Arcturus Therapeutics, Inc., a Delaware corporation ("Assignee").

Sino Global Shipping America – Securities Purchase Agreement (March 12th, 2018)

This Securities Purchase Agreement (this "Agreement") is dated as of March 12, 2018, between Sino-Global Shipping America, Ltd., a Virginia corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

Kingtone Wirelessinfo Solution – Asset Exchange Agreement (February 9th, 2018)

This Asset Exchange Agreement (the "Agreement") is dated as of January 25, 2018 (the "Effective Date"), by and between C MEDIA LIMITED, a corporation organized under the laws of the Cayman Islands ("C Media"), and KINGTONE WIRELESSINFO SOLUTION HOLDING LTD., a corporation organized under the laws of the British Virgin Islands ("Kingtone"). C Media and Kingtone are sometimes referred to herein individually as a "Party" and collectively as the "Parties," and, if the context requires, a Party may be referred to as either a "Transferring Party" or an "Acquiring Party", as such terms are defined in Appendix A of this Agreement.

AMENDED AND RESTATED INVESTMENT AGREEMENT BY AND BETWEEN INTERCLOUD SYSTEMS, INC. AND DOMINION CAPITAL LLC Dated November 3, 2017 AMENDED AND RESTATED INVESTMENT AGREEMENT (November 6th, 2017)

THIS AMENDED AND RESTATED INVESTMENT AGREEMENT is entered into as of the 3rd day of November 2017 this "Agreement"), by and between Dominion Capital, LLC (the "Investor"), and INTERCLOUD SYSTEMS, INC., a corporation organized and existing under the laws of the State of Delaware (the "Company").

Kandi Technolgies – INDENTURE Dated as of ____________, 20__ Between Kandi Technologies Group, Inc. As Issuer and as Trustee Debt Securities (October 11th, 2017)

Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 3 SECTION 1.03 Incorporation by Reference of Trust Indenture Act 3 SECTION 1.04 Rules of Construction 3 ARTICLE II THE SECURITIES 4 SECTION 2.01 Unlimited in Amount, Issuable in Series, Form and Dating 4 SECTION 2.02 Execution and Authentication 6 SECTION 2.03 Registrar and Paying Agent 7 SECTION 2.04 Paying Agent to Hold Assets in Trust 7 SECTION 2.05 Holder Lists 7 SECTION 2.06 Registration of Transfer and Exchange 7 SECTION 2.07 Replacement Securities 8 SECTION 2.08 Outstandin

Registration Rights Agreement (October 4th, 2017)

This Agreement is made pursuant to the Investment Agreement, dated as of even date herewith, between the Company and the Investor (the "Investment Agreement").

Sysorex Global Holdings Corp. – Underwriting Agreement (June 29th, 2017)

The undersigned, Inpixon, a corporation formed under the laws of the State of Nevada (the "Company"), hereby confirms its agreement (this "Agreement") with Aegis Capital Corp. (hereinafter referred to as "you" (including its correlatives) or the "Underwriter") as follows:

Sysorex Global Holdings Corp. – Underwriting Agreement (June 23rd, 2017)

The undersigned, Inpixon, a corporation formed under the laws of the State of Nevada (the "Company"), hereby confirms its agreement (this "Agreement") with Aegis Capital Corp. (hereinafter referred to as "you" (including its correlatives) or the "Underwriter") as follows:

Sysorex Global Holdings Corp. – Underwriting Agreement (June 12th, 2017)

The undersigned, Inpixon, a corporation formed under the laws of the State of Nevada (the "Company"), hereby confirms its agreement (this "Agreement") with Aegis Capital Corp. (hereinafter referred to as "you" (including its correlatives) or the "Underwriter") as follows:

Vanguard Natural Resources Llc Pfd. Series A – In the United States Bankruptcy Court for the Southern District of Texas Houston Division (June 8th, 2017)

Vanguard Natural Resources, LLC and its debtor affiliates, as debtors and debtors in possession propose this joint plan of reorganization for the resolution of the outstanding claims against, and interests in, such Debtors pursuant to the Bankruptcy Code. Holders of Claims or Equity Interests should refer to the Disclosure Statement for a discussion of the Debtors' history, businesses, assets, results of operations, historical financial information, events during the Chapter 11 Cases, and projections of future operations, as well as a summary and description of the Plan and certain related matters. The Debtors are not currently proposing the substantive consolidation of their respective Estates; provided, that subject to satisfying the requirements for substantive consolidation pursuant to applicable law, the Plan may provide for the substantive consolidation of some or all of the Debtors, or be deemed to be a settlement under Bankruptcy Rule 9019 of issues related to the substantive

Staffing 360 Solutions, Inc. – At the Market Offering Agreement (May 11th, 2017)
Mantra Venture Group – Securities Purchase Agreement (May 1st, 2017)

THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made as of April 28, 2017, by and among Mantra Venture Group Ltd., a British Columbia corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and, collectively, the "Purchasers").

Petroterra Corp. – Securities Purchase Agreement (April 27th, 2017)

This Securities Purchase Agreement (this "Agreement") is dated as of April 25, 2017, between PetroTerra Corp., a Nevada corporation (the "Company"), and the purchaser identified on the signature pages hereto (including its successors and assigns, the "Purchaser").

Hilton Grand Vacations Inc. – Hilton Grand Vacations Inc. Severance Agreement (April 17th, 2017)

THIS SEVERANCE AGREEMENT (the Agreement) is entered into effective as of April 17, 2017 (the Effective Date), by and between HILTON GRAND VACATIONS INC., a Delaware corporation (the Company), and Mark. D. Wang (the Executive).

Securities Purchase Agreement (April 10th, 2017)

THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made as of April 6, 2017, by and among COPsync, Inc., a Delaware corporation (and together with any and all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, 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 (April 10th, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of April 6, 2017, by and among COPsync, Inc., a Delaware corporation (the "Company"), and the investors listed on the Schedule of Buyers attached hereto as Annex A and identified on the signature pages hereto (each a "Investor" and collectively, the "Investors").

Common Share Purchase Warrant Copsync, Inc. (April 10th, 2017)

COPSYNC, INC., a Delaware corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _______ the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date (the "Initial Exercisability Date"), but not after 5:30 p.m., New York time, on the Expiration Date, (as defined below), ____________ (___) fully paid nonassessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this "Warrant"), shall have the meanings set forth in Section 17. This Warrant is one