s-1-a Sample Contracts

Inpixon – FORM OF SERIES A WARRANT TO PURCHASE COMMON STOCK INPIXON (August 2nd, 2019)

THIS SERIES A WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _______________ 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 5:00 p.m. (New York City time) on [___________] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Inpixon, a Nevada corporation (the “Company”), up to _______________ shares (as subject to adjustment hereunder, 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).

Glucose Biosensor Systems (Greater China) Holdings, Inc. – TECHNOLOGY LICENSE AGREEMENT (August 2nd, 2019)

This Technology License Agreement (this “Agreement”) dated as of3rd July 2019 (the “Effective Date”), is by and between the following parties:

Inpixon – FORM OF SERIES B WARRANT TO PURCHASE COMMON STOCK (August 2nd, 2019)

THIS SERIES B WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _______________ 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 Amendment Date, unless a Waiver (as defined below) is obtained (the “Initial Exercise Date”), and on or prior to 5:00 p.m. (New York City time) on [___________] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Inpixon, a Nevada corporation (the “Company”), up to _______________ shares (as subject to adjustment hereunder, 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).

Lovarra – CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the caption “Experts” and to the use of our audit report dated March 26, 2019 included in the Registration Statement on Form S-1 Amendment #2 and related Prospectus of Lovarra for the registration of its common stock. SATURNA GROUP CHARTERED PROFESSIONAL ACCOUNTANTS LLP Vancouver, Canada August 2, 2019 (August 2nd, 2019)
Ipsidy Inc. – SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT FOR IPSIDY INC. (August 2nd, 2019)

Persons interested in purchasing shares of Ipsidy Inc.(the “Company”) must return this completed subscription agreement along with a wire transfer, check or money order for their total payment, payable only to:

Inpixon – Mitchell Silberberg & Knupp llp A Law Partnership Including Professional Corporations (August 2nd, 2019)

We have acted as counsel to Inpixon, a Nevada corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form S-1 (the “Registration Statement”), including a related prospectus filed with the Registration Statement (the “Prospectus”), covering an underwritten public offering (the “Offering”) of up to $15 million in the aggregate of (i) shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) shares of Series 6 Convertible Preferred Stock, par value $0.001 per share (the “Series 6 Preferred”), which are convertible into shares of Common Stock (the “Conversion Shares”), (iii) Series A warrants to purchase shares of Common Stock (the “Series A Warrants”), (iv) Series B warrants to purchase shares of Common Stock (the “Series B Warrants”; together with Series

Inpixon – INPIXON CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES 6 CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 78.195 OF THE NEVADA REVISED STATUTES (August 2nd, 2019)
Glucose Biosensor Systems (Greater China) Holdings, Inc. – Medical Affairs Service Agreement (August 2nd, 2019)
Glucose Biosensor Systems (Greater China) Holdings, Inc. – Contract (August 2nd, 2019)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND (I) THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED OTHER THAN BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION UPON THE DEATH OF THE HOLDER, AND (II) THE SECURITIES ISSUABLE UPON SUCH EXERCISE MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (A) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (B) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS

Glucose Biosensor Systems (Greater China) Holdings, Inc. – STRICTLY PRIVATE & CONFIDENTIAL Thursday 27th June 2019 Harry Simeonidis (August 2nd, 2019)
Helix TCS, Inc. – SECURITIES PURCHASE AGREEMENT (August 2nd, 2019)

This Securities Purchase Agreement (this “Agreement”) is dated as of August __, 2019 between Helix TCS, 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”).

Helix TCS, Inc. – PLACEMENT AGENCY AGREEMENT (August 2nd, 2019)

This letter (the “Agreement”) constitutes the agreement between The Benchmark Company (the “Placement Agent”) and Helix TCS, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of units (each a “Unit”) of the Company, each Unit consisting of (i) one (1) share (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and (ii) one (1) common stock purchase warrant to purchase one (1) share of Common Stock (the “Warrants” and together with the Shares and the Units, collectively, the “Securities”). The Securities will be offered pursuant to the Company’s registration statement on Form S-1 (File No: 333-231844) (the “Registration Statement” and the prospectus contained therein, the “Prospectus”). The terms of the Placement shall be mutually

Helix TCS, Inc. – Contract (August 2nd, 2019)

THE REGISTERED HOLDER OF THIS UNIT PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT THE SECURITIES EVIDENCED BY THIS UNIT PURCHASE OPTION MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS UNIT PURCHASE OPTION AGREES THAT THE SECURITIES EVIDENCED BY THIS UNIT PURCHASE OPTION WILL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS UNIT PURCHASE OPTION OR THE SECURITIES EVIDENCED BY THIS UNIT PURCHASE OPTION, FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN TO ANY MEMBER PARTICIPATING IN THE OFFERING AND THE OFFICERS OR PARTNERS THEREOF, IF ALL SECURITIES SO TRANSFERRED REMAIN SUBJECT TO THE LOCK-UP RESTRICTION SET FORTH ABOVE FOR THE REMAINDER OF THE TIME PERIOD.

Inpixon – [●] Shares of Common Stock [●] Shares of Series 6 Convertible Preferred Stock and Series A Warrants to Purchase up to [●] Shares of Common Stock Series B Warrants to Purchase up to [●] Shares of Common Stock INPIXON UNDERWRITING AGREEMENT (August 2nd, 2019)
Glucose Biosensor Systems (Greater China) Holdings, Inc. – GLUCOSE BIOSENSOR SYSTEMS (GREATER CHINA) HOLDINGS, INC. 2019 Long Term Incentive Plan (August 2nd, 2019)
Glucose Biosensor Systems (Greater China) Holdings, Inc. – BY LAWS OF GLUCOSE BIOSENSOR SYSTEMS (GREATER CHINA) HOLDINGS, INC. (August 2nd, 2019)
Helix TCS, Inc. – PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (ISSUABLE ALONG WITH SHARES UPON EXERCISE OF AND CONSTITUTING THE WARRANT PORTION OF THE UNITS ISSUABLE UPON EXERCISE OF THE PLACEMENT AGENT UNIT PURCHASE OPTION) helix tcs, INC. (August 2nd, 2019)

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT ISSUABLE UPON EXERCISE OF AND CONSTITUTING THE WARRANT PORTION OF THE UNITS ISSUABLE UPON EXERCISE OF THE PLACEMENT AGENT UNIT PURCHASE OPTION (the “Warrant”) certifies that, for value received, [The Benchmark Company] 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 5:00 p.m. (New York City time) on ___________, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Helix TCS, Inc., a Delaware corporation (the “Company”), up to [_______] shares (as subject to adjustment hereunder, 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).

Glucose Biosensor Systems (Greater China) Holdings, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GLUCOSE BIOSENSOR SYSTEMS (GREATER CHINA) HOLDINGS, INC. Pursuant to Section 245 of the Delaware General Corporation Law (August 2nd, 2019)

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), in order to amend and restate its certificate of incorporation pursuant to section 242 of the DGCL, hereby certifies the following:

Glucose Biosensor Systems (Greater China) Holdings, Inc. – STRICTLY PRIVATE & CONFIDENTIAL Tuesday 30th April, 2019 Spiro Sakiris (August 2nd, 2019)
Helix TCS, Inc. – COMMON STOCK PURCHASE WARRANT helix tcs, INC. (August 2nd, 2019)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 5:00 p.m. (New York City time) on ___________, 2021 1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Helix TCS, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, 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).

Chicken Soup for the Soul Entertainment, Inc. – CHICKEN SOUP FOR THE SOUL ENTERTAINMENT, INC. (a Delaware corporation) 192,174 9.75% Shares of Series A Cumulative Redeemable Perpetual Preferred Stock UNDERWRITING AGREEMENT (August 1st, 2019)

Chicken Soup for the Soul Entertainment, Inc., a Delaware corporation (the “Company”), confirms its agreement with The Benchmark Company, LLC (“Benchmark”) and HCFP/Capital Markets LLC (“HCFP”) (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Benchmark and HCFP are acting as representatives (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 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share, of the Company (“Preferred Stock” or “Series A Preferred 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 28,826 additional shares of Preferred Stock. The afores

Voiceinterop, Inc. – SUBSCRIPTION AGREEMENT (August 1st, 2019)
Voiceinterop, Inc. – SUBSCRIPTION AGREEMENT (August 1st, 2019)
Voiceinterop, Inc. – SUBSCRIPTION AGREEMENT (August 1st, 2019)
BioCardia, Inc. – COMMON STOCK PURCHASE WARRANT BIOCARDIA, INC. (August 1st, 2019)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____________] 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 5:00 p.m. (New York City time) on August ____, 20241 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioCardia, Inc., a Delaware corporation (the “Company”), up to [________] shares (as subject to adjustment hereunder, 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 shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder

Obalon Therapeutics Inc – PRE-FUNDED COMMON STOCK PURCHASE WARRANT OBALON THERAPEUTICS, INC. (August 1st, 2019)

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Obalon Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). 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 shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of

Obalon Therapeutics Inc – COMMON STOCK PURCHASE WARRANT OBALON THERAPEUTICS, INC. (August 1st, 2019)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 5:00 p.m. (New York City time) on _____________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Obalon Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). 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 shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole regi

Voiceinterop, Inc. – SUBSCRIPTION AGREEMENT (August 1st, 2019)
Obalon Therapeutics Inc – OBALON THERAPEUTICS, INC. [•] Shares Common Stock ($0.001 par value per Share), Pre-Funded Warrants to Purchase up to [•] Shares of Common Stock and Warrants to Purchase up to [•] Shares of Common Stock UNDERWRITING AGREEMENT (August 1st, 2019)
Obalon Therapeutics Inc – Obalon Therapeutics, Inc. 5421 Avenida Encinas, Suite F Carlsbad, CA 92008 (August 1st, 2019)

We have acted as special counsel to Obalon Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to an aggregate of $33,594,375 of (i) shares (the “Firm Shares”) of common stock, $0.001 par value per share (the “Common Stock”), (ii) warrants to purchase shares of Common Stock (the “Firm Warrants”); (iii) the shares of Common Stock issuable from time to time upon exercise of the Common Warrants (the “Firm Warrant Shares”); (iv) pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants,” and together with the Firm Warrants, the “Warrants”)); and (v) the shares of Common Stock issuable from time to time upon exercise of the Pre-Funded Warrants (the “Pre-Funded Warrant Shares,” and together with the Firm Warrant Shares, the “Warrant Shares”). The Shares, the Warrants and the Warrant Shares are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), filed with the

BioCardia, Inc. – BIOCARDIA, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent (August 1st, 2019)

WARRANT AGREEMENT, dated as of      , 2019 (the “Agreement”), between BioCardia, Inc., a Delware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

Obalon Therapeutics Inc – OBALON THERAPEUTICS, INC. WARRANT AGENCY AGREEMENT (August 1st, 2019)

WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) made as of August [1], 2019 (the “Issuance Date”), between Obalon Therapeutics, Inc., a Delaware corporation, with offices at 5421 Avenida Encinas Suite F Carlsbad, CA 92008 (“Company”), and American Stock Transfer & Trust Company, LLC, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (“Warrant Agent”).

Voiceinterop, Inc. – SUBSCRIPTION AGREEMENT (August 1st, 2019)
Obalon Therapeutics Inc – OBALON THERAPEUTICS, INC. [•] Shares Common Stock ($0.001 par value per Share) And Pre-Funded Warrants to Purchase up to [•] Shares of Common Stock UNDERWRITING AGREEMENT (July 30th, 2019)
Dynatrace Holdings LLC – DYNATRACE, INC. 2019 EQUITY INCENTIVE PLAN (July 30th, 2019)