s-3a Sample Contracts

ContraVir Pharmaceuticals, Inc. – CONTRAVIR PHARMACEUTICALS INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES (February 13th, 2019)
ContraVir Pharmaceuticals, Inc. – CONTRAVIR PHARMACEUTICALS, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES (February 13th, 2019)
Reed's, Inc. – REED’S, INC. INDENTURE Dated as of _________, 20_____ [Name of Trustee] Trustee (February 5th, 2019)

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.

Celsius Holdings, Inc. – CELSIUS HOLDINGS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●] Debt Securities INDENTURE (December 27th, 2018)

This INDENTURE, dated as of [●], 20    , is entered into by and between Celsius Holdings, Inc., a Nevada corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

PARETEUM Corp – SETTLEMENT AGREEMENT AND MUTUAL RELEASE (November 30th, 2018)

This Settlement Agreement and Mutual Release (this "Agreement") is made and entered into effective as of August 10, 2017, by and among Pareteum Corporation, Inc. located at 100 Park Ave., Suite 1600, New York, NY 10017 ("Pareteum") and Iron Dome Ventures, LLC of 19103 Centre Rose Blvd., Lutz, FL 33558 (“IDV”), and Steve Gersten, an individual resident of the State of Florida having the same address as IDV above (“Gersten”). Each of Pareteum, IDV and Gersten are sometimes referred to as a "Party" and collectively as the "Parties."

PARETEUM Corp – PARETEUM CORPORATION., as ISSUER and [ ], as INDENTURE TRUSTEE INDENTURE Dated as of [ ] (November 30th, 2018)

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.

PARETEUM Corp – Management Services Agreement (November 30th, 2018)

We are pleased to offer this Management Services Agreement to you both, for strategic investment and consultancy advice and services as outlined, and on the terms prescribed, herein.

Delcath Systems, Inc. – DELCATH SYSTEMS, INC. AND Trustee FORM OF INDENTURE Dated as of Debt Securities (November 30th, 2018)

INDENTURE (the “Indenture”), dated as of                  , between DELCATH SYSTEMS, INC., a corporation existing under the laws of the State of Delaware (the “Company”), and                 ,                 , as trustee (the “Trustee”).

PARETEUM Corp – December 2, 2016 CONFIDENTIAL Executive Chairman Pareteum Corporation (November 30th, 2018)
NGSG Properties, Inc. – Natural Gas Services Group, Inc., (November 28th, 2018)
NGSG Properties, Inc. – Natural Gas Services Group, Inc., (November 28th, 2018)
OvaScience, Inc. – OVASCIENCE, INC. FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (November 28th, 2018)

This FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is made effective as of November 28, 2018 among OVASCIENCE, INC., a Delaware corporation (“OvaScience”), MILLENDO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and the Purchasers (as defined in the Agreement (as defined below)) whose names are set forth on the signature pages hereto.

Cleanspark, Inc. – CleanSpark, Inc. and Trustee INDENTURE Dated as of _________, ______ Providing for Issuance of Subordinated Debt Securities in Series (November 15th, 2018)

THIS INDENTURE between CleanSpark, Inc., a Nevada corporation (hereinafter called the “Company”), having its principal office at 70 North Main Street, Ste. 105 Bountiful, Utah 84010, and _____________________, as trustee (hereinafter called the “Trustee”), is made and entered into as of _________, _______.

Cleanspark, Inc. – CleanSpark, Inc. and Trustee INDENTURE Dated as of _________, ___ Providing for Issuance of Senior Debt Securities in Series (November 15th, 2018)

THIS INDENTURE between CleanSpark, Inc., a Nevada corporation (hereinafter called the “Company”) having its principal office at 70 North Main Street, Ste. 105 Bountiful, Utah 84010, and, as trustee (hereinafter called the “Trustee”), is made and entered into as of ____________, ___.

Alphatec Holdings, Inc. – REGISTRATION RIGHTS AGREEMENT (November 13th, 2018)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 6, 2018, between Alphatec Holdings, Inc., a Delaware corporation (the “Company”), and Squadron Medical Finance Solutions LLC, a Delaware limited liability company (“Squadron”, and Tawani Holdings LLC, an Illinois limited liability company (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

Alphatec Holdings, Inc. – COMMON STOCK PURCHASE WARRANT ALPHATEC HOLDINGS, INC. (November 13th, 2018)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [NAME] 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 November 6, 2018 (the “Initial Exercise Date”) and on or prior to the close of business on the seven-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Alphatec Holdings, Inc., a Delaware corporation (the “Company”), up to [NUMBER] 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).

Sachem Capital Corp. – SACHEM CAPITAL CORP. as Issuer as Trustee FORM OF INDENTURE Dated as of _______, 20__ __________ DEBT SECURITIES (November 2nd, 2018)

INDENTURE dated as of ______________, 20__, between SACHEM CAPITAL CORP., a New York corporation (the “Company”), and_______________________________, a ___________ banking association duly organized and existing under the laws of __________________, as trustee (the “Trustee”).

DPW Holdings, Inc. – DIGITAL POWER CORPORATION $500,000 12% SENIOR SECURED NOTE NOTE October 05, 2016 (November 1st, 2018)

Digital Power Corporation (NYSE MKT:DPW)(DPW) provides this capital financing offer of $500,000 to Avalanche International Corp. (OTC:AVLP)(AVLP). DPW designs, manufactures and markets flexible power supply solutions for the most demanding applications in the telecom, medical, industrial and military markets. DPW is a California corporation with its U.S. headquarters in Fremont, California. Avalanche International Corp. is a holding company and Nevada corporation. AVLP has two wholly-owned operating subsidiaries, Restaurant Capital Group, LLC and Smith and Ramsay Brands, LLC. With its headquarters in Las Vegas, NV, the development strategy of AVLP is growth through acquisition and investment. This growth strategy permeates throughout AVLP and extends to its operational businesses. These businesses target horizontal opportunities as well as internal growth and typically feature consumer audiences and niche sectors.

DPW Holdings, Inc. – Agreement for the Purchase and Sale of Future Receipts (November 1st, 2018)

Form of Business Entity: [x] Corporation; [ ] Limited Liability Company; [ ] Partnership; [ ] Limited Partnership; [ ] Limited Liability Partnership; [ ] Sole Proprietorship; [ ]Other: _________________________________

DPW Holdings, Inc. – Agreement for the Purchase and Sale of Future Receipts (November 1st, 2018)

Form of Business Entity: [x] Corporation; [ ] Limited Liability Company; [ ] Partnership; [ ] Limited Partnership; [ ] Limited Liability Partnership; [ ] Sole Proprietorship; [ ]Other: _________________________________

DPW Holdings, Inc. – COMMON STOCK PURCHASE WARRANT DIGITAL POWER COrporation (November 1st, 2018)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that Digital Power Corporation, 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 commencing on the six month after the Issue Date and ending on or prior to 5:00 P.M. on August 21, 2022 (the “Termination Date”), to purchase from Avalanche International Corp., a Nevada corporation (the “Company”), up to 6,948,800 shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, no par value per share, of the Company (“Common Stock”), at the per share Exercise Price as defined in Section 2(b). This Warrant is issued in connection with that certain Loan and Security Agreement entered into by and between Holder and the Company and that certain Convertible Promissory Note in the in the principal amount of $6,948,800 issued thereunder.

DPW Holdings, Inc. – SECURITY AGREEMENT AND GUARANTY (November 1st, 2018)

To secure Merchants delive1y obligations to LIBERTAS FUNDING, LLC (the “Purchaser”) under the Future Receivables Sale Agreement (the “Agreement”) dated 1/23/2018, Merchant hereby grants to Purchaser a security interest in (a) all accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, as those terms are defined in Article 9 of the Uniform Commercial Code (the UCC), now or hereafter owned or acquired by Merchant; and (b) all proceeds, as that term is defined in Article 9 of the UCC, ((a) and (b) are collectively , the “Collateral”).

DPW Holdings, Inc. – Avalanche International Corp., a Nevada Corporation LOAN AND SECURITY AGREEMENT (November 1st, 2018)

This LOAN AND SECURITY AGREEMENT is entered into with an effective date as of August 21, 2017, by and among Digital Power Corporation, a California corporation (“DPW”) and Avalanche International Corp., Nevada Corporation (“Borrower”).

DPW Holdings, Inc. – COMMON STOCK PURCHASE WARRANT DIGITAL POWER CORPORATION (November 1st, 2018)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that Libertas Funding, LLC, 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 commencing on the Issue Date and ending at 5:00 P.M. on January 23, 2023 (the “Termination Date”), to purchase from Digital Power Corporation, a California corporation (the “Company”), up to 25,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, no par value per share, of the Company (“Common Stock”), at the per share Exercise Price as defined in Section 2(b). This is issued in connection with that certain agreement dated as of the date hereof by and among Holder, the Company, Milton Ault and Philou Ventures, LLC, pursuant to which the Holder advanced capital to the Company for the manufacture of certain equipment.

DPW Holdings, Inc. – DIGITAL POWER CORPORATION $500,000 12% SENIOR SECURED NOTE Note November 30, 2016 (November 1st, 2018)

Digital Power Corporation (NYSE MKT:DPW)(DPW) provides this capital financing offer of $500,000 to Avalanche International Corp. (OTC:AVLP)(AVLP). DPW designs, manufactures and markets flexible power supply solutions for the most demanding applications in the telecom, medical, industrial and military markets. DPW is a California corporation with its U.S. headquarters in Fremont, California. Avalanche International Corp. is a holding company and Nevada corporation. AVLP has two wholly-owned operating subsidiaries, Restaurant Capital Group, LLC and Smith and Ramsay Brands, LLC. With its headquarters in Las Vegas, NV, the development strategy of AVLP is growth through acquisition and investment. This growth strategy permeates throughout AVLP and extends to its operational businesses. These businesses target horizontal opportunities as well as internal growth and typically feature consumer audiences and niche sectors.

DPW Holdings, Inc. – COMMON STOCK PURCHASE WARRANT DIGITAL POWER CORPORATION (November 1st, 2018)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that TVT Capital, LLC, 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 commencing on the Issue Date and ending at 5:00 P.M. on January 23, 2023 (the “Termination Date”), to purchase from Digital Power Corporation, a California corporation (the “Company”), up to 56,250 shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, no par value per share, of the Company (“Common Stock”), at the per share Exercise Price as defined in Section 2(b). This is issued in connection with that certain agreement dated as of the date hereof by and among Holder, the Company, Milton Ault and Philou Ventures, LLC, pursuant to which the Holder advanced capital to the Company for the manufacture of certain equipment.

DPW Holdings, Inc. – PERSONAL GUARANTY OF PERFORMANCE (November 1st, 2018)

This Personal Guaranty of Performance (this “Guaranty”) is executed as of January 2, 2018, by Milton C. Ault, III __________ (the “Guarantor”), for the benefit of TVT CAPITAL, LLC (“Buyer”).

DPW Holdings, Inc. – PERSONAL GUARANTY OF PERFORMANCE (November 1st, 2018)

This Personal Guaranty of Performance (this “Guaranty”) is executed as of January 23, 2018, by Milton C. Ault, III _________ (the “Guarantor”), for the benefit of TVT CAPITAL, LLC (“Buyer”).

DPW Holdings, Inc. – Agreement for the Purchase and Sale of Future Receipts (November 1st, 2018)

Form of Business Entity: [x] Corporation; [ ] Limited Liability Company; [ ] Partnership; [ ] Limited Partnership; [ ] Limited Liability Partnership; [ ] Sole Proprietorship; [ ] Other: _________________________________________________

DPW Holdings, Inc. – Page: 1 Deal Application ID: (November 1st, 2018)

This FUTURE RECEIVABLES SALE AGREEMENT (“Agreement”) dated 3/23/2018, is made by and between Libertas Funding LLC, a Connecticut limited liability company (“Purchaser”), Merchant (Merchant Information below), and the Guarantor(s)/Owner(s), as identified in the Owner/Guarantor Information below.

DPW Holdings, Inc. – SHARE EXCHANGE AGREEMENT by and among AVALANCHE INTERNATIONAL CORP., MTIX, LTD, PRAVIN MISTRY, and PAUL JOHNSON and DANIEL JOHNSON DATED AS OF MARCH 3, 2017 (November 1st, 2018)

This Share Exchange Agreement (this “Agreement”) is made and entered into as of the 3rd day of March, 2017, by and among: Avalanche International Corp., a Nevada corporation (“AIC”); MTIX, Ltd., a company formed under the laws of England and Wales (“MTIX”); Pravin Mistry (the “Majority Shareholder”); those additional persons who have executed this Agreement on the signature pages hereof under the heading “Minority Shareholders” (collectively, the “Minority Shareholders” and with the Majority Shareholder, the “MTIX Shareholders.” AIC and the MTIX Shareholders are referred to herein individually as a “Party” and collectively as the “Parties.”

DPW Holdings, Inc. – GUARANTY AGREEMENT (November 1st, 2018)

THIS GUARANTY AGREEMENT (the “Guaranty”), dated as of March 23, 2018, is made and entered into by Milton C. Ault III, an individual resident of ___________ (the “Guarantor”) for the benefit of ______________, a _____________ limited liability company (the “Lender”). (The Lender and the Guarantor are sometimes referred to in this Guaranty as the “Parties.”)

DPW Holdings, Inc. – DIGITAL POWER CORPORATION $500,000 12% SENIOR SECURED NOTE February 22, 2017 (November 1st, 2018)

Digital Power Corporation (NYSE MKT:DPW)(DPW) provides this capital financing offer of $500,000 to Avalanche International Corp. (OTC:AVLP)(AVLP). DPW designs, manufactures and markets flexible power supply solutions for the most demanding applications in the telecom, medical, industrial and military markets. DPW is a California corporation with its U.S. headquarters in Fremont, California. Avalanche International Corp. is a holding company and Nevada corporation. AVLP has two wholly-owned operating subsidiaries, Restaurant Capital Group, LLC and Smith and Ramsay Brands, LLC. With its headquarters in Las Vegas, NV, the development strategy of AVLP is growth through acquisition and investment. This growth strategy permeates throughout AVLP and extends to its operational businesses. These businesses target horizontal opportunities as well as internal growth and typically feature consumer audiences and niche sectors.

DPW Holdings, Inc. – PERSONAL GUARANTY OF PERFORMANCE (November 1st, 2018)

This Personal Guaranty of Performance (this “Guaranty”) is executed as of January 23, 2018, by Milton C. Ault, III _________ (the “Guarantor”), for the benefit of TVT CAPITAL, LLC (“Buyer”).

DPW Holdings, Inc. – PERSONAL GUARANTY OF PERFORMANCE (November 1st, 2018)

This Personal Guaranty of Performance (this “Guaranty”) is executed as of March 14, 2018, by Milton C. Ault, III____________________(the “Guarantor”), for the benefit of TVT CAPITAL, LLC (“Buyer”).