SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 23rd, 2021 • Flux Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 22, 2021, between Flux Power Holdings, 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”).
INDEMNITY AGREEMENTIndemnity Agreement • April 23rd, 2020 • GLORY STAR NEW MEDIA GROUP HOLDINGS LTD • Services-computer processing & data preparation
NOW, THEREFORE, in consideration of the premises and the covenants contained, the Company and Indemnitee do hereby covenant and agree as follows:
TANZANIAN GOLD CORPORATION Common Shares Sales AgreementSales Agreement • May 3rd, 2019 • Tanzanian Gold Corp • Gold and silver ores • New York
Tanzanian Gold Corporation, a company established under the Business Corporations Act (Alberta), Canada (the “Company”), confirms its agreement (this “Agreement”) with R.F. Lafferty & Co., Inc. (the “Agent”), as follows:
CALIDI BIOTHERAPEUTICS, INC. and EQUINITI TRUST COMPANY, LLC (f/k/a AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC) as Warrant Agent Warrant Agency Agreement Dated as of April __, 2024 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • April 15th, 2024 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
WARRANT AGENCY AGREEMENT, dated as of April __, 2024 (“Agreement”), between Calidi Biotherapeutics, Inc. , a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), a New York limited liability trust company (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 15th, 2024 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April ___, 2024, between Calidi Biotherapeutics, Inc. 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”).
PLACEMENT AGENCY AGREEMENT April [*], 2024Placement Agency Agreement • April 8th, 2024 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 31st, 2023 • Baiya International Group Inc. • Services-employment agencies
NOW, THEREFORE, in consideration of the premises and the covenants contained in this Agreement, the Company and Indemnitee do hereby covenant and agree as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 24th, 2020 • Lantern Pharma Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”), dated as of [DATE], is by and between Lantern Pharma Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 28th, 2023 • Allarity Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 28, 2023, between Allarity 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”).
UNDERWRITING AGREEMENT between LANTERN PHARMA INC and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters LANTERN PHARMA INC.Underwriting Agreement • May 19th, 2020 • Lantern Pharma Inc. • Pharmaceutical preparations • New York
The undersigned, Lantern Pharma 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 a subsidiary or affiliates of Lantern Pharma Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (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:
STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • December 12th, 2023 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances)
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of December 10, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and CALIDI BIOTHERAPEUTICS, INC., a company incorporated under the laws of the State of Delaware (the “Company”).
UNDERWRITING AGREEMENTGLORY STAR NEW MEDIA GROUP HOLDINGS LTD • February 23rd, 2021 • Services-computer processing & data preparation • New York
The undersigned, Glory Star New Media Group Holdings Limited, a Cayman Islands exempted company (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Glory Star New Media Group Holdings Limited, 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 Univest Securities, 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.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 24th, 2023 • Genesis Growth Tech Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of May 22, 2023 by and among (i) Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (together with its successors, including after the Conversion (as defined below), the “Purchaser”), (ii) GGAC Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Eyal Perez, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Shareholders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) William Kerby, in the capacity as the representative from and after the Effective Time for the Company Shareholders as of immediately prior to the Effective Time in accordance with the terms and conditions of this
SECURITIES PURCHASE AGREEMENT EXHIBIT LIST SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 23rd, 2023 • Liquid Media Group Ltd. • Services-prepackaged software • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of February 22, 2023, between Liquid Media Group Ltd., a corporation organized under the laws of British Columbia, Canada (the “Company”), and [●] (as defined therein) (including its successors and assigns, “Purchaser”).
CONTRIBUTION AGREEMENT by and between ELP MC Ventures, LLC a Delaware limited liability company and Lodging Fund REIT III OP, LP a Delaware limited partnership Dated as of October 2021 4819-7270-2207.1Contribution Agreement • November 12th, 2021 • Lodging Fund REIT III, Inc. • Real estate investment trusts • Texas
CLASS ACTION AND PAGA SETTLEMENT AGREEMENT AND CLASS NOTICEClass Action and Paga Settlement Agreement and Class Notice • October 5th, 2022 • California
This Class Action and PAGA Settlement Agreement (“Agreement”) is made by and between Plaintiff Jose Salcido (“Plaintiff”) and Defendant Electro Adapter, Inc. (“Defendant”). The Agreement refers to Plaintiff and Defendant collectively as “Parties,” or individually as “Party.”
FLUX POWER HOLDINGS, INC. cOMMON STOCK SALES AGREEMENTSales Agreement • December 21st, 2020 • Flux Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Flux Power Holdings, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (“HCW”), as follows:
FORM OF VOTING AGREEMENTForm of Voting Agreement • February 7th, 2022 • Edoc Acquisition Corp. • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of February 2, 2022 by and among (i) Edoc Acquisition Corp., a Cayman Islands exempted company (together with its successors, including its successor after the Conversion (as such term is defined in the Merger Agreement, as defined below), the “Purchaser”), (ii) Calidi Biotherapeutics, Inc., a Nevada corporation (the “Company”), and (iii) the undersigned stockholder (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
AVINO SILVER & GOLD MINES LTD. Common Shares (no par value) SALES AGREEMENTSales Agreement • January 13th, 2021 • Avino Silver & Gold Mines LTD • Metal mining • New York
Avino Silver & Gold Mines Ltd. (the “Company”), a company amalgamated under the Business Corporations Act (British Columbia) (the “BCBCA”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co., H.C. Wainwright & Co., LLC, Roth Capital Partners, LLC and A.G.P./Alliance Global Partners (collectively, the “Agents” and each individually an “Agent”), as follows:
UNDERWRITING AGREEMENT TANZANIAN GOLD CORPORATION 6,695,652 Common SharesUnderwriting Agreement • December 16th, 2019 • Tanzanian Gold Corp • Gold and silver ores • New York
Tanzanian Gold Corporation, a company established under the Business Corporations Act (Alberta), Canada (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representative (the “Representative”), on a best efforts basis, an aggregate of up to 6,695,652 common shares (the “Shares”), no par value (the “Common Shares”).
CLASS ACTION AND PAGA SETTLEMENT AGREEMENTClass Action and Paga Settlement Agreement • April 5th, 2023 • California
This Class Action and PAGA Settlement Agreement (“Agreement”) is made by and between plaintiff Kaycie Crossley (“Plaintiff”) and defendants Cerebral Medical Group, P.A. and Cerebral Medical Group, A Professional Corporation (“Defendants”). The Agreement refers to Plaintiff and Defendants collectively as the “Parties,” or individually as “Party.” This Settlement Agreement shall be binding on Plaintiff, Class Members (as defined herein), the State of California as to the employment of aggrieved employees (as set forth herein) and on Defendants, subject to the terms and conditions hereof and the approval of the Court.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 3rd, 2023 • Flux Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Illinois
This LOAN AND SECURITY AGREEMENT dated as of July 28, 2023 (the “Agreement”), is executed by and among FLUX POWER HOLDINGS, INC., a Nevada corporation (“Holdings”), whose address is 2685 S. Melrose Drive, Vista, California 92081, FLUX POWER, INC., a California corporation (“Flux” and, together with Holdings, individually and collectively, jointly and severally, “Borrower”), whose address is 2685 S. Melrose Drive, Vista, California 92081, and GIBRALTAR BUSINESS CAPITAL, LLC, a Delaware limited liability company (the “Lender”), whose address is 400 Skokie Boulevard, Suite 375, Northbrook, Illinois 60062.
CLASS ACTION AND PAGA SETTLEMENT AGREEMENT AND CLASS NOTICEiClass Action and Paga Settlement Agreement and Class • September 12th, 2023 • California
This Class Action and PAGA Settlement Agreement (“Agreement”) is made by and between plaintiff TIKOA CARTER (“Plaintiff”) and defendant SPEECH AND LANGUAGE PATHOLOGY ASSOCIATES, INC. (“Defendant”). The Agreement refers to Plaintiff and Defendant collectively as “Parties,” or individually as “Party.”
INTELLECTUAL PROPERTY PURCHASE AGREEMENT by and between MONAKER GROUP, INC., as Buyer and IDS INC., as Seller Dated as of August 15, 2019Intellectual Property Purchase Agreement • August 22nd, 2019 • Monaker Group, Inc. • Transportation services • Florida
This INTELLECTUAL PROPERTY PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 15, 2019 by and between Monaker Group, Inc., a Nevada corporation (“Buyer”) and IDS Inc., a Nevada corporation (“Seller,” each of Buyer and Seller a “Party” and together, the “Parties”); and with respect to the following facts:
PLAN SPONSOR AGREEMENTPlan Sponsor Agreement • October 1st, 2021 • Aerocentury Corp • Services-equipment rental & leasing, nec • Delaware
This PLAN SPONSOR AGREEMENT (as amended, supplemented, or otherwise modified from time to time together with all exhibits attached hereto and incorporated herein, this “Agreement”), dated as of August 16, 2021, is entered into by and among AeroCentury Corp. (“AeroCentury”), JetFleet Holding Corp. (“JHC)”, and JetFleet Management Corp. (“JMC,” and collectively with AeroCentury and JHC, the “Debtors”) and Yucheng Hu, Hao Yang, Jing Li, Yeh Ching, Yu Wang, TongTong Ma, Qiang Zhang, Yanhua Li, and Yiyi Huang (collectively, the “Plan Sponsor”). The Debtors and the Plan Sponsor are referred to herein as the “Parties” and individually as a Party. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Plan (as defined below).
UNDERWRITING AGREEMENT 6,239,867 SHARES OF COMMON SHARES AND 6,239,867 WARRANTS OF AVINO SILVER & GOLD MINES LTD.Underwriting Agreement • March 22nd, 2019 • Avino Silver & Gold Mines LTD • Metal mining • New York
The undersigned, Avino Silver & Gold Mines Ltd., a company amalgamated under the laws of the Province of British Columbia, Canada (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.
AMENDED CLASS ACTION SETTLEMENT AGREEMENT AND RELEASEClass Action Settlement Agreement and Release • November 9th, 2020
Plaintiffs ARMEN KOJIKIAN and TIME TRADERS, INC. (“Plaintiffs or “Class Representatives”), on behalf of themselves and all others similarly situated and by and through their counsel, and Defendant American Honda Motor Co., Inc. (“AHM” or “Defendant”), by and through its counsel, hereby enter into this Settlement Agreement and Release (“Settlement Agreement”), subject to Court approval. The Parties in consideration of the mutual promises, agreements, and covenants contained herein, the sufficiency and receipt of which are hereby acknowledged, stipulate and agree as follows:
CLASS ACTION SETTLEMENT AGREEMENT AND RELEASEClass Action Settlement Agreement and Release • February 11th, 2024 • Massachusetts
This Class Action Settlement Agreement and Release, is made and entered into by and among Plaintiffs Jasmyn Bickham, Amanda Bailey, and Lisa Gordon (collectively, “Plaintiffs” or “Class Representatives”), for themselves individually and on behalf of the Settlement Class, and Defendant Reprosource Fertility Diagnostics, Inc. (“ReproSource”). This Settlement Agreement fully and finally resolves and settles all of Plaintiffs’ and the Settlement Class’s Released Claims, and subject to the terms and conditions hereof, and subject to the Court’s approval.
SETTLEMENT AGREEMENTSettlement Agreement • June 23rd, 2017 • California
MUTUAL TERMINATION OF PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • September 2nd, 2020 • Ohio
day of , 2020 (the “Effective Date”) by the City of North Royalton, a municipality of the County of Cuyahoga and State of Ohio, with its principal place of business located at 14600 State Road, North Royalton, Ohio 44133 (the “Seller”) and 12-8 Royalton Road, LLC, an Ohio limited liability company (the “Purchaser”), principal place of business located at 10499 Royalton Rd, North Royalton, OH 44133. Capitalized terms used, but not defined herein, have the meaning ascribed in the Purchase Agreement (as defined herein).
SETTLEMENT AGREEMENTSettlement Agreement • May 13th, 2022
This Settlement Agreement, dated as of March 19, 2020, is made and entered into by and among the following Settling Parties (as defined below): (i) Ande Kyles and Diane Taylor (“Plaintiffs”), individually and on behalf of the Settlement Class (as defined below), by and through their counsel at Chimicles Schwartz Kriner & Donaldson-Smith LLP and Abington Cole
FIRST AMENDMENT TO THEEntrada Development Agreement • February 5th, 2020
AGREEMENT (“First Amendment”) is made and entered into as of , 202019 (“Agreement Date”) by and between the CITY OF COACHELLA, a municipal corporation organized and existing under the laws of the State of California (“City”), and PSAV LLC, a Delaware limited liability company and LLSE Holdings LLC, a New Jersey limited liability company (collectively “Owner”). City and Owner are referred to individually as “Party,” and collectively as the “Parties.”
FORM OF PLACEMENT AGENCY AGREEMENT February [*], 2024Form of Placement Agency Agreement • January 29th, 2024 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 12th, 2019 • TKK SYMPHONY ACQUISITION Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 6, 2019, by and among (i) TKK Symphony Acquisition Corporation, a Cayman Islands exempted company, which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement (as defined below) as “Glory Star New Media Group Holdings Limited” (including any successor entity thereto, “Purchaser”), (ii) TKK Symphony Sponsor 1, a Cayman Islands exempted company, in the capacity under the Share Exchange Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), and (iii) the undersigned parties listed as Investors on Exhibit A hereto (each, an “Investor” and collectively, the “Investors”).
CLASS ACTION SETTLEMENT AGREEMENT AND RELEASEClass Action Settlement Agreement • October 17th, 2023
Plaintiffs Willa Cordrey, Jenny Varner, Clara MacKenzie, Joya Saxena, and Savannah McCoy (hereafter referred to collectively as “Plaintiffs” or “Class Representatives”), on behalf of themselves and all others similarly situated, by and through their counsel, and Defendants Mills College (“Mills”) and Northeastern University (“Northeastern”) (together “Defendants”), by and through their counsel, enter into this Class Action Settlement Agreement and Release (“Agreement”), subject to the approval of the Court. Plaintiffs and Defendants (together “Parties”) in consideration of the mutual promises, agreements, and covenants contained herein, the sufficiency and receipt of which are hereby acknowledged, stipulate and agree as follows:
