Full Press Release Details
Share Purchase Agreement (this "Agreement") is dated as of August 4, 2020, between SINTX Technologies, 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").
subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the
Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and
not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration
the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following
terms have the meanings set forth in this Section 1.1:
Person" shall have the meaning ascribed to such term in Section 4.4.
shall have the meaning ascribed to such term in Section 3.1(j).
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.
of Directors" means the board of directors of the Company.
means the closing of the purchase and sale of the Shares pursuant to Section 2.1.
Date" means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all conditions precedent to (i) the Purchasers' obligations to pay the Subscription Amount and (ii)
the Company's obligations to deliver the Shares, in each case, have been satisfied or waived, but in no event later than
the second (2nd) Trading Day following the date hereof.
means the United States Securities and Exchange Commission.
Stock" means the common stock of the Company, par value $0.01 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.
Stock Equivalents" means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Counsel(s)" means Dorsey & Whitney LLP, with offices located at 111 S. Main Street, Suite 2100, Salt Lake City,
Utah, 84111 and Life Science PC, with offices located at 4372 W. Mille Lacs Drive, South Jordan, Utah 84009.
Schedules" means the Disclosure Schedules of the Company delivered concurrently herewith.
Time" means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time)
and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following
the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed
between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York
City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent.
means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302.
Date" shall have the meaning ascribed to such term in Section 3.1(s).
Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Issuance" means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company
pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of
Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered
to the Company, (b) securities upon the exercise or exchange of or conversion of securities exercisable or exchangeable for or
convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have
not been amended (other than automatic adjustments pursuant to their terms as in effect on the date of this Agreement) since the
date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion
price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities,
and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors
of the Company, provided that such securities are issued as "restricted securities" (as defined in Rule 144) and carry
no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition
period in Section 4.10(a) herein, and provided that any such issuance shall only be to a Person (or to the equityholders of a
Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with
the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall
not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity
whose primary business is investing in securities.
means the Foreign Corrupt Practices Act of 1977, as amended.
shall have the meaning ascribed to such term in Section 3.1(hh).
shall have the meaning ascribed to such term in Section 3.1(hh).
shall have the meaning ascribed to such term in Section 3.1(h).
shall have the meaning ascribed to such term in Section 3.1(aa).
Property Company Counsel" means Polsinelli PC, with offices located at One E. Washington St., Ste. 1200, Phoenix, Arizona
Property Rights" shall have the meaning ascribed to such term in Section 3.1(p).
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
Adverse Effect" shall have the meaning assigned to such term in Section 3.1(b).
Permits" shall have the meaning ascribed to such term in Section 3.1(m).
Share Purchase Price" equals $2.40, subject to adjustment for reverse and forward stock splits, stock dividends, stock
combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
Product" shall have the meaning ascribed to such term in Section 3.1(hh).
Agent" means Maxim Group LLC.
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.
Supplement" means the prospectus supplement to the base prospectus included in the Registration Statement with respect
to the Shares filed pursuant to Rule 424(b) of the Securities Act that is filed with the Commission and delivered by the Company
to each Purchaser at the Closing.
Party" shall have the meaning ascribed to such term in Section 4.7.
Statement" means, collectively, the Company's Registration Statement on Form S-3 (File No. 333-230492), including
the base prospectus contained therein, with respect to the Shares, as amended as of the date hereof, including the Prospectus
Supplement, and all exhibits filed with or incorporated by reference into such registration statement.
Approvals" shall have the meaning ascribed to such term in Section 3.1(e).
144" means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.
424" means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.
Reports" shall have the meaning ascribed to such term in Section 3.1(h).
Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.
Sales" means all "short sales" as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall
not be deemed to include locating and/or borrowing shares of Common Stock).
Amount" means, as to each Purchaser, the aggregate amount to be paid for Shares purchased hereunder as specified below
such Purchaser's name on the signature page of this Agreement and next to the heading "Subscription Amount,"
in United States dollars and in immediately available funds.
means any subsidiary of the Company as set forth in the SEC Reports, and shall, where applicable, also include any direct or indirect
subsidiary of the Company formed or acquired after the date hereof.
Day" means a day on which the principal Trading Market is open for trading.
Market" means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market,
or the New York Stock Exchange (or any successors to any of the foregoing).
Documents" means this Agreement, all exhibits and schedules thereto and hereto and any other documents or agreements