Schedule-13d-a Sample Contracts
PREFUNDED COMMON STOCK PURCHASE WARRANT Talphera, Inc.Security Agreement • April 2nd, 2025 • Nantahala Capital Management, LLC • Pharmaceutical preparations
THIS PREFUNDED 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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Talphera, Inc., a Delaware corporation (the “Company”), up to *** shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 10th, 2025 • Schuler Jack W • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 5, 2025 (the “Effective Date”), between Aspira Women’s Health 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 17th, 2025 • Bank of America Corp /De/ • National commercial banks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), executed as of April 16, 2025, is made between PIMCO FLEXIBLE MUNICIPAL INCOME FUND, a Massachusetts business trust, as issuer (the "Fund"), and BANC OF AMERICA PREFERRED FUNDING CORPORATION, a Delaware corporation, including its successors by merger or operation of law (and not merely by assignment of all or part of this Agreement (as defined below)) (the "Shareholder").
AGREEMENT AND PLAN OF MERGER by and among GENTEX CORPORATION, INSTRUMENT MERGER SUB, INC. and VOXX INTERNATIONAL CORPORATION Dated as of December 17, 2024Merger Agreement • December 18th, 2024 • Gentex Corp • Motor vehicle parts & accessories • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 17, 2024, is made by and among Gentex Corporation, a Michigan corporation (“Parent”), Instrument Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and VOXX International Corporation, a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in Article 1.
STANDSTILL AGREEMENTStandstill Agreement • January 21st, 2025 • Saba Capital Management, L.P. • New York
This Standstill Agreement (including the exhibits hereto, this "Agreement") is entered into as of January 20, 2025 by and among Saba Capital Management, L.P. ("Saba"), BlackRock New York Municipal Income Trust (the "Fund") and BlackRock Advisors, LLC (the "Advisor," and together with Saba and the Fund, the "Parties," and each individually, a "Party").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2025 • Pershing Square Capital Management, L.P. • Real estate investment trusts • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of May 5, 2025 (this “Agreement”), is entered into by and between the entities listed in Schedule I hereto (the “Purchasers”), and Howard Hughes Holdings Inc., a Delaware corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 17th, 2025 • Higgs Dennis Lyle • Gold and silver ores • British Columbia
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of this 17th day of March, 2025, by and between [●], a resident of British Columbia, Canada and (“Seller”) and [●], a resident of British Columbia, Canada (“Higgs” or the “Purchaser”).
INCENTIVE STOCK OPTION AWARD AGREEMENT UNDER THE BIORESTORATIVE THERAPIES, INC. 2021 STOCK INCENTIVE PLANIncentive Stock Option Award Agreement • February 19th, 2025 • Silva Francisco • Services-misc health & allied services, nec • Nevada
This Incentive Stock Option Award Agreement (this “Agreement”) is made and entered into as of February 14, 2025 by and between BioRestorative Therapies, Inc., a Nevada corporation (the “Company”), and Francisco Silva (the “Participant”).
AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13GJoint Filing Agreement • May 29th, 2025 • EcoR1 Capital, LLC • Pharmaceutical preparations
The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G or Forms 3, 4 or 5(and any amendments or supplements thereto) required under section 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the securities of any issuer. For that purpose, the undersigned hereby constitute and appoint EcoR1 Capital, LLC, a Delaware limited liability company, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exe
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENTPrivate Placement Subscription Agreement • April 22nd, 2025 • Dai Jianbiao • Services-prepackaged software • New York
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (the “Agreement”) is made this 20th day of September 2023, among (i) NETCLASS TECHNOLOGY INC (the "Company"), a Cayman Islands limited liability company, and (ii) the purchaser identified on the signature pages to this Agreement (the “Purchaser”).
Irrevocable Proxy and Power of AttorneyConsulting Agreement • March 17th, 2025 • Kaufman Jonathan H • Pharmaceutical preparations
Pursuant to that certain (i) consulting agreement and advisory agreement, by and between Lipella Pharmaceuticals Inc., a Delaware corporation (the “Corporation”), and Spartan Capital Securities, LLC, including any designee thereof (“Spartan”), dated as of December 5, 2024, as amended by that certain Amendment to Consulting Agreement and Placement Agent Agreement (the “Amendment”), dated December 10, 2024 (the “Consulting Agreement”), the Corporation is obligated to issue to Spartan up to 1,050,000 shares (“Consultant Shares”) of Series C Convertible Preferred Stock, par value $0.0001 per share, of the Corporation (the “Series C Preferred Stock”), convertible into up to 1,050,000 shares (“Conversion Shares”) of common stock, par value $0.0001 per share, of the Corporation (the “Common Stock”) in consideration for advisory and consultant services that have been and will be rendered by Spartan and (ii) placement agent agreement, dated December 5, 2024, as amended the Amendment, by and bet
JOINT FILING AGREEMENTJoint Filing Agreement • August 5th, 2025 • Bank of America Corp /De/ • National commercial banks
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
RVMTP Purchase Agreement PIMCO Flexible Municipal Income Fund as Issuer and Banc of America Preferred Funding Corporation as Purchaser and BofA Securities, Inc. as DTC Agent April 16, 2025RVMTP Purchase Agreement • April 17th, 2025 • Bank of America Corp /De/ • National commercial banks • New York
RVMTP PURCHASE AGREEMENT dated as of April 16, 2025, between PIMCO FLEXIBLE MUNICIPAL INCOME FUND, a non-diversified closed-end fund organized as a Massachusetts business trust, as issuer (the "Issuer"), BANC OF AMERICA PREFERRED FUNDING CORPORATION, a Delaware corporation, including its successors by merger or operation of law (and not merely by assignment of all or part of this Agreement), as purchaser of the RVMTP Shares hereunder (the "Purchaser"), and, solely with respect to Section 2.5 and Article VII of this Agreement, BOFA SECURITIES, INC., a Delaware corporation, as agent with respect to the DTC eligibility of the RVMTP Shares hereunder (the "DTC Agent").
AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • May 9th, 2025 • Beyond, Inc. • Retail-catalog & mail-order houses • New York
This AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT is entered into as of May 7, 2025, among KIRKLAND’S STORES, INC., a Tennessee corporation (the “Lead Borrower”); the Persons named on Schedule 1.01 hereto (collectively with the Lead Borrower, the “Borrowers”); the Guarantors (as defined herein); each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”); and BEYOND, INC., a Delaware corporation, as Administrative Agent and Collateral Agent (each as defined herein).
JOINT FILING AGREEMENTJoint Filing Agreement • December 19th, 2024 • Bank of America Corp /De/ • National commercial banks
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
COMMON STOCK PURCHASE WARRANT TRILLER GROUP INC.Common Stock Purchase Warrant • April 15th, 2025 • KCP Holdings LTD • Investment advice • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, KCP Holdings Limited 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 Initial Exercise Date (defined below) and on or prior to 5:00 p.m. (New York City time) on April __, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Triller Group Inc., a Delaware corporation (the “Company”), up to 10,000,000 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).
JOINT FILING AGREEMENTJoint Filing Agreement • April 17th, 2025 • Bank of America Corp /De/ • National commercial banks
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 2025 • KCP Holdings LTD • Investment advice • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April __ , 2025, is made and entered into by and among Triller Group Inc., a Delaware corporation (the “Company”), and KCP Holdings Limited (the “Purchaser”). Each of the Purchaser and the Company is sometimes referred to herein each as a “Party”, and collectively as the “Parties”.
AGREEMENT The undersigned hereby agree that Amendment No. 1 to Schedule 13D/A, dated March 5, 2004 containing the information required by Schedule 13D with respect to the ownership by each of the undersigned of the shares of common stock of Applix,...Schedule 13d/A • March 5th, 2004 • Fire Bradley D • Services-prepackaged software
The undersigned hereby agree that Amendment No. 1 to Schedule 13D/A, dated March 5, 2004 containing the information required by Schedule 13D with respect to the ownership by each of the undersigned of the shares of common stock of Applix, Inc., is being filed on behalf of each of the undersigned.
REGISTRATION RIGHTS AGREEMENT dated as of March 26, 2025 by and between ADECOAGRO S.A. and TETHER INVESTMENTS, S.A. DE C.V.Registration Rights Agreement • March 28th, 2025 • Tether Holdings, S.A. De C.V. • Agricultural production-crops • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 26, 2025 by and between Adecoagro S.A., a Luxembourg stock corporation (the “Company”), and Tether Investments, S.A. de C.V., an El Salvador corporation (the “Holder”). Capitalized terms used herein shall have the meaning assigned to such terms in the text of this Agreement or in Section 1.
Form of Lock-Up AgreementLock-Up Agreement • February 14th, 2025 • Hla Investments LLC • Investment advice
Joint Filing AgreementJoint Filing Agreement • June 3rd, 2025 • AJP Holding Company, LLC • Telephone & telegraph apparatus
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the persons and entities named below agrees to the joint filing of this Schedule 13D Amendment with respect to the shares of common stock, par value $0.001, of SONIM Technologies Inc., a corporation incorporated under the laws of Delaware, and further agrees that this Joint Filing Agreement be filed with the Securities and Exchange Commission as an exhibit to such filing; provided no such person or entity shall be responsible for the completeness of any other person or entity making the filing unless such person or entity knows or has reason to believe such information is inaccurate (as provided in Rule 13d-1(k)(1)(ii)). This Joint Filing Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same instrument.
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • January 6th, 2025 • Hu Yinan • Investment advice • Hong Kong
CANCELLATION AGREEMENTCancellation Agreement • December 26th, 2024 • Wallach Stewart • Electric lighting & wiring equipment • Florida
THIS CANCELLATION AGREEMENT (this “Agreement”), dated December 18, 2024, is made by and among Capstone Industries, Inc., a Florida corporation (the “Company”), Capstone Companies, Inc., a Florida corporation and the parent company of the Company, (“Parent”) and Group Nexus, LLC, Florida limited liability company owned by an Accredited Investor, (the “Creditor”). Company, Parent and Creditor will be also referred to individually as a “party” and collectively, as the “parties”.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • February 19th, 2025 • Ant International (Cayman) Holding LTD • Services-computer processing & data preparation • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of February 16, 2025, is made by and among Shift4 Payments, Inc., a Delaware corporation (“Parent”), and the undersigned shareholder (the “Shareholder”) of Global Blue Group Holding AG, a stock corporation incorporated under the laws of Switzerland, with its registered office in Zurichstrasse 38, 8306, Bruttisellen, Switzerland (the “Company”). Parent and the Shareholder are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
BROOKFIELD CORPORATION and WILMINGTON TRUST, NATIONAL ASSOCIATION Rights Agent AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of December 23, 2024Rights Agreement • December 27th, 2024 • BROOKFIELD Corp /On/ • Operators of nonresidential buildings • Delaware
This Amended and Restated Rights Agreement (this “Agreement”) is dated as of December 23, 2024 between Brookfield Corporation (formerly, Brookfield Asset Management Inc.), a corporation existing under the laws of Ontario, Canada (“BN”), and Wilmington Trust, National Association (the “Rights Agent”).
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 9th, 2025 • Beyond, Inc. • Retail-catalog & mail-order houses • Delaware
This Amended and Restated Investor Rights Agreement (this “Agreement”) is made and entered into effective as of May 7, 2025 (the “Effective Date”), by and between Kirkland’s, Inc., a Tennessee corporation (the “Company”) and Beyond, Inc., a Delaware corporation (the “Investor”) on behalf of themselves and their respective Affiliates (as defined below) (the Company and the Investor together, collectively, the “Parties”).
OPTION AGREEMENTOption Agreement • April 9th, 2025 • Hannon Gregory Paul • Fire, marine & casualty insurance • Delaware
THIS OPTION AGREEMENT (this “Agreement”), dated as of March 31, 2025 (the “Effective Date”), is entered into by and between Oakmont Capital Inc. (“Seller”), on the one hand, and David Capital Partners Special Situation Fund, LP, on the other hand (“Buyer”).
Cal-Maine Foods, Inc. 2,978,740 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • April 16th, 2025 • Baker Adolphus B • Agricultural prod-livestock & animal specialties
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Cal-Maine Foods, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriter named in Schedule I hereto (the “Underwriter”) an aggregate of 2,978,740 shares of common stock, par value $0.01 per share, of the Company (“Stock”). The shares of Stock the Underwriter agrees to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”.
PLEDGE AGREEMENTPledge Agreement • April 15th, 2025 • KCP Holdings LTD • Investment advice
THIS PLEDGE AGREEMENT (this “Agreement”) is made as of April 11, 2025 by the parties identified as pledgors on the signature pages hereto or any joinder agreement hereto from time to time, (each a “Pledgor,” and collectively, the “Pledgors,” which terms shall include their successors and assigns), with and for the benefit and security of KCP Holdings Limited (the “Secured Party,” which term shall include its successors and assigns), having a mailing address at 71 Fort Street, George Town, Grand Caymans, KY11-1111 Cayman Islands. The Pledgors and the Secured Party are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
EQUITY COMMITMENT LETTEREquity Commitment Letter • August 5th, 2025 • Cai Mars Guangyuan • Services-personal services • New York
This letter agreement (this “Letter”) sets forth the commitment of Super June Limited (the “EC Investor”), upon the terms and subject to the conditions set forth herein, to purchase, directly or indirectly, certain equity interests of Mobile Charging Group Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”).
STANDSTILL AGREEMENTStandstill Agreement • January 21st, 2025 • Saba Capital Management, L.P. • New York
This Standstill Agreement (including the exhibits hereto, this "Agreement") is entered into as of January 20, 2025 by and among Saba Capital Management, L.P. ("Saba"), BlackRock Health Sciences Term Trust (the "Fund") and BlackRock Advisors, LLC (the "Advisor," and together with Saba and the Fund, the "Parties," and each individually, a "Party").
LIMITED GUARANTEELimited Guarantee • August 5th, 2025 • Cai Mars Guangyuan • Services-personal services • New York
LIMITED GUARANTEE, dated as of August 1, 2025 (this “Limited Guarantee”), by Super June Limited (the “Guarantor”), in favor of Smart Share Global Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”). Capitalized terms used and not otherwise defined herein and the term “person” shall have the meanings ascribed to such terms in the Merger Agreement (as defined below). For purposes of this Limited Guarantee, “Affiliate” shall have the meaning ascribed to it in that certain interim investors agreement, dated as of the date hereof (the “Interim Investors Agreement”), by and among Parent, MidCo, Merger Sub, the Guarantor and the other parties thereto.
Form of Nominee Agreement Saba Capital Management, L.P.Nominee Agreement • June 4th, 2025 • Saba Capital Management, L.P.
You agree that you are willing, should we so elect, to become a member of a slate of nominees (the "Slate") of an affiliate of Saba Capital Management, L.P. (the "Nominating Party"), to stand for election as a trustee of Eaton Vance California Municipal Bond Fund ("EVM") and Eaton Vance New York Municipal Bond Fund ("ENX", each a "Fund" and collectively, with EVM the "Funds"), in connection with a proxy solicitation (the "Proxy Solicitation") to be conducted by the undersigned and certain other parties in respect of the 2025 annual meeting of shareholders of the Funds (including any adjournment or postponement thereof or any special meeting held in lieu thereof, the "Annual Meeting") or appointment or election by other means. You further agree to serve as a trustee of the Funds if so elected or appointed. The undersigned agrees to pay all of the costs arising from the Proxy Solicitation (the "Proxy Related Costs"). For the avoidance of doubt, the undersigned shall not be obligated to p
SUPPORT AGREEMENTSupport Agreement • January 14th, 2025 • FTV Iv, L.P. • Services-prepackaged software • Delaware
This Support Agreement, dated as of January 10, 2025 (this “Agreement”), is made and entered into by and between Clearwater Analytics Holdings, Inc., a Delaware corporation (“Parent”), and FTV IV, L.P., a Delaware limited partnership (“Stockholder”, and together with Parent, the “Parties”).