Lewis Brisbois Bisgaard & Smith Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 30th, 2024 • AmpliTech Group, Inc. • Communications equipment, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 27, 2024, between AmpliTech Group, 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”).
UNDERWRITING AGREEMENT between MARWYNN HOLDINGS, INC. and AMERICAN TRUST INVESTMENT SERVICES, INC., as Representative of the Several Underwriters MARWYNN HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 14th, 2025 • Marwynn Holdings, Inc. • Wholesale-groceries, general line • New York
The undersigned, Marwynn Holdings, Inc., a corporation formed under the laws of the State of Nevada (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, the “Company”), hereby confirms its agreement (this “Agreement”) with American Trust Investment Services, 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:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 5th, 2024 • Mega Matrix Corp. • Finance services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 1, 2024, between Mega Matrix Corp., 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”).
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:
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:
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”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 30th, 2024 • AmpliTech Group, Inc. • Communications equipment, nec • New York
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”).
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”).
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 8th, 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”).
UNDERWRITING AGREEMENTUnderwriting Agreement • February 23rd, 2021 • GLORY STAR NEW MEDIA GROUP HOLDINGS LTD • 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.
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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 1st, 2024 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _____, 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”).
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • January 13th, 2025 • Marwynn Holdings, Inc. • Wholesale-groceries, general line • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
AGREEMENT # 21-21-0012-42 FOR CLAIMS LEGAL SERVICESClaims Legal Services Agreement • March 21st, 2022 • Maryland
This Agreement establishes the terms and conditions for the provision of Claims Legal Services between Citizens Property Insurance Corporation (“Citizens”) and the following law firm (“Firm”): Lewis Brisbois Bisgaard & Smith, LLP.
ContractPurchase Warrant Agreement • March 14th, 2025 • Marwynn Holdings, Inc. • Wholesale-groceries, general line • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AMERICAN TRUST INVESTMENT SERVICES, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AMERICAN TRUST INVESTMENT SERVICES, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
AGREEMENT AND PLAN OF MERGERMerger Agreement • 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
CLASS ACTION AND PAGA SETTLEMENT AGREEMENT AND CLASS NOTICEClass Action and Paga Settlement Agreement • 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.”
CLASS ACTION AND PAGA SETTLEMENT AGREEMENT AND CLASS NOTICEiClass Action and Paga Settlement Agreement • 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.”
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
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:
BAIYA INTERNATIONAL GROUP INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2025 • Baiya International Group Inc. • Services-employment agencies • New York
The undersigned, Baiya International Group Inc., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with Cathay Securities, Inc. (the “Representative”) to issue and sell to the underwriters named on Schedule A hereto (each, an “Underwriter” and collectively, “Underwriters”) an aggregate of 2,500,000 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company (the “Firm Shares”). The Company also agrees to issue and sell to the Underwriters not more than an additional 375,000 Ordinary Shares (the “Option Shares”), if and to the extent that the Underwriters shall have determined to exercise the right to purchase such shares of Option Shares granted to the Underwriters. The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Securities.” The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”
FORM OF VOTING AGREEMENTVoting 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.
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”).
BRILLIA INC UNDERWRITING AGREEMENTUnderwriting Agreement • November 29th, 2024 • BrilliA Inc • Apparel & other finishd prods of fabrics & similar matl • New York
The undersigned, BrilliA Inc, a corporation formed under the laws of Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (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:
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 SETTLEMENT AGREEMENT AND RELEASEClass Action Settlement Agreement • April 12th, 2024
This Agreement (“Agreement,” “Settlement,” or “Settlement Agreement”) is entered into by and among (i) Plaintiff, Willie Harrison (“Plaintiff” or “Harrison”); (ii) the Settlement Class (as defined herein); and (iii) Defendant, Elliott Auto Supply Co. Inc. (“Defendant” or “Elliott Auto”). Plaintiff and Defendant are collectively referred to herein as the “Parties.” This Agreement is intended by the Parties to fully, finally, and forever resolve, discharge, and settle the Released Claims (as defined herein), upon and subject to the terms and conditions of this Agreement, and subject to the final 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 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.
NINTH AMENDMENT TO FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • March 6th, 2025 • Wesco International Inc • Wholesale-electrical apparatus & equipment, wiring supplies
This FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of June 22, 2020, among WESCO RECEIVABLES CORP., a Delaware corporation, as seller (the “Seller”), WESCO DISTRIBUTION, INC., a Delaware corporation (“WESCO”), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), THE VARIOUS CONDUIT PURCHASERS, COMMITTED PURCHASERS AND PURCHASER AGENTS FROM TIME TO TIME PARTY HERETO, and PNC BANK, NATIONAL ASSOCIATION, as Administrator for each Purchaser Group (in such capacity, the “Administrator”).
CLASS ACTION SETTLEMENT AGREEMENT AND RELEASEClass Action Settlement Agreement • 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.
AMENDED AND RESTATED DEVELOPMENT AGREEMENTDevelopment Agreement • April 14th, 2025
THIS DEVELOPMENT AGREEMENT (the "“Agreement"”) is made and entered into in the City of Coachella on the 25th day of July, 2014as of the day of ,
BAIYA INTERNATIONAL GROUP INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 24th, 2025 • Baiya International Group Inc. • Services-employment agencies • New York
The undersigned, Baiya International Group Inc., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with Cathay Securities, Inc. (the “Representative”) to issue and sell to the underwriters named on Schedule A hereto (each, an “Underwriter” and collectively, “Underwriters”) an aggregate of 2,500,000 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company (the “Firm Shares”). The Company also agrees to issue and sell to the Underwriters not more than an additional 375,000 Ordinary Shares (the “Option Shares”), if and to the extent that the Underwriters shall have determined to exercise the right to purchase such shares of Option Shares granted to the Underwriters. The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Securities.” The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 7th, 2025 • Cheer Holding, Inc. • Services-computer processing & data preparation • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of [_____], 2025, between Cheer Holding, Inc., an exempted company with limited liability incorporated under the laws of Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).