FORM OF CERTIFICATED WARRANT] COMMON STOCK PURCHASE WARRANT QSAM BIOSCIENCES, INC.Common Stock Purchase Warrant • April 1st, 2022 • QSAM Biosciences, Inc. • Specialty cleaning, polishing and sanitation preparations • New York
UNDERWRITING AGREEMENT between QSAM BIOSCIENCES, INC. and THINKEQUITY LLC as Representative of the Several Underwriters QSAM BIOSCIENCES, INC.Underwriting Agreement • April 1st, 2022 • QSAM Biosciences, Inc. • Specialty cleaning, polishing and sanitation preparations • New York
The undersigned, QSAM Biosciences, 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 subsidiaries or affiliates of QSAM Biosciences, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (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 • November 18th, 2015 • Anpath Group, Inc. • Specialty cleaning, polishing and sanitation preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November __ 2015, between Anpath Group, 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”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • November 18th, 2015 • Anpath Group, Inc. • Specialty cleaning, polishing and sanitation preparations
THIS 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 hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Anpath Group, Inc., a Delaware corporation (the “Company”), up to ______ 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).
ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE MARCH 31, 2015Convertible Security Agreement • July 2nd, 2014 • Anpath Group, Inc. • Specialty cleaning, polishing and sanitation preparations • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debentures of Anpath Group, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 515 Congress Ave., Suite 1400, Austin, Texas 78701, designated as its Original Issue Discount Senior Secured Convertible Debenture due March 31, 2015 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE WARRANTSecurities Agreement • July 2nd, 2014 • Anpath Group, Inc. • Specialty cleaning, polishing and sanitation preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alpha Capital Anstalt 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 hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Anpath Group, Inc., a Delaware corporation (the “Company”), up to 2,905,000 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).
SUBSIDIARY GUARANTEESubsidiary Guarantee • July 2nd, 2014 • Anpath Group, Inc. • Specialty cleaning, polishing and sanitation preparations • New York
SUBSIDIARY GUARANTEE, dated as of June 27, 2014 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Anpath Group, Inc., a Delaware corporation (the “Company”) and the Purchasers.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • April 1st, 2022 • QSAM Biosciences, Inc. • Specialty cleaning, polishing and sanitation preparations • New York
EXHIBIT B Form of Representative’s Warrant AgreementWarrant Agreement • April 1st, 2022 • QSAM Biosciences, Inc. • Specialty cleaning, polishing and sanitation preparations
THIS WARRANT TO PURCHASE COMMON STOCK (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 ____, 2022 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four and one half (4.5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from QSAM Biosciences, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
Date: _________ Warrant to Purchase ***________*** SharesWarrant Agreement • October 6th, 2022 • QSAM Biosciences, Inc. • Specialty cleaning, polishing and sanitation preparations • Texas
THIS IS TO CERTIFY that, for value received, ____________________, who has invested in the Company’s Common Stock offering (the “Holder”), is entitled to purchase, subject to the terms and conditions hereinafter set forth, up to _______ shares [equal to 100% of common shares purchased] of the common stock (“Common Stock”), of QSAM Biosciences, Inc. (the “Company”), and to receive certificate(s) for the Common Stock so purchased.
AGREEMENT AND PLAN OF MERGER dated as of February 7, 2024 by and among Telix Pharmaceuticals Limited, CYCLONE Merger Sub I, Inc., CYCLONE Merger Sub II, Inc., QSAM BIOSCIENCES, INC. andMerger Agreement • February 8th, 2024 • QSAM Biosciences, Inc. • Specialty cleaning, polishing and sanitation preparations • Victoria
This Agreement and Plan of Merger (this “Agreement”), dated as of February 7, 2024, is entered into by and among Telix Pharmaceuticals Limited ACN 616 620 369, a public limited company registered under the Laws of the Commonwealth of Australia (“Buyer”), Cyclone Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Buyer (“Merger Sub I”), Cyclone Merger Sub II, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Buyer (“Merger Sub II”, and together with Merger Sub I, “Merger Subs”), QSAM Biosciences, Inc., a Delaware corporation (the “Company”), and David H. Clarke, solely in his capacity as the Company Stockholder Representative hereunder.
EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2022 • QSAM Biosciences, Inc. • Specialty cleaning, polishing and sanitation preparations • Texas
THIS EMPLOYMENT AGREEMENT (“Agreement”) by and between QSAM Biosciences, Inc., a Delaware corporation with an address of 9442 Capital of Texas Hwy N, Plaza 1, Suite 500, Austin, TX 78759 (the “Company”), and Adam King with a current residence located in Wendell NC (the “Executive”) is dated as of March 3, 2022.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 19th, 2014 • Anpath Group, Inc. • Specialty cleaning, polishing and sanitation preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 14, 2013 between Anpath Group, 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 WarrantWarrant Agreement • July 10th, 2009 • Anpath Group, Inc. • Specialty cleaning, polishing and sanitation preparations • New York
THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
TELECOMM SALES NETWORK, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 29th, 2006 • Telecomm Sales Network Inc • Services-business services, nec • Delaware
AGREEMENT, made as of the ___ day of ______________, 200__, by and between Telecomm Sales Network, Inc., a Delaware corporation (the “Company”), and ___________________ (the “Participant”).
AMENDMENT #1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 18th, 2022 • QSAM Biosciences, Inc. • Specialty cleaning, polishing and sanitation preparations • Texas
THIS AMENDMENT #1 dated November 14, 2022 (the “Amendment”) to the AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of December 6, 2021, by and between QSAM Biosciences, Inc. (the “Company”), and Douglas R. Baum (the “Executive”).
STOCK OPTION PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 29th, 2006 • Telecomm Sales Network Inc • Services-business services, nec • Delaware
THIS INCENTIVE STOCK OPTION AGREEMENT entered into as of ________ ____, 20__ between TELECOMM SALES NETWORK, INC., a Delaware corporation (the "Company"), and _____________ (the "Optionee").
STOCK OPTION PLAN NON-QUALIFED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • June 29th, 2006 • Telecomm Sales Network Inc • Services-business services, nec • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT entered into as of ________ ____, 20__ between TELECOMM SALES NETWORK, INC., a Delaware corporation (the "Company"), and _____________ (the "Optionee").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2006 • Telecomm Sales Network Inc • Services-business services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 10, 2006, by and among Telecomm Sales Network, Inc. (the “Company”) and each purchaser named on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
EARTH PROPERTY HOLDINGS LLC (Delaware Limited Liability Company) AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated January 16, 2019Limited Liability Company Agreement • January 23rd, 2019 • Q2Earth Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware
THIS AMENDMENT AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Earth Property Holdings LLC, a Delaware limited liability company (the “Agreement”) is made and entered into as of the 16th day of January, 2019, by and among the Persons listed on Schedule 1 attached hereto as the Members of the Company and each other Person as shall be a Member from time to time, pursuant to the provisions of this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2020 • QSAM Biosciences, Inc. • Specialty cleaning, polishing and sanitation preparations • Texas
THIS EMPLOYMENT AGREEMENT (“Agreement”) by and between QSAM Biosciences, Inc., a Delaware corporation with an address of 8305 Summerwood Dr., Austin, TX 78759 (the “Company”), and C. Richard Piazza with a current residence located at 6226 Lindyann Ln., Houston, TX 77008 (the “Executive”).
SECURITY AGREEMENTSecurity Agreement • July 2nd, 2014 • Anpath Group, Inc. • Specialty cleaning, polishing and sanitation preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • May 25th, 2017 • Q2Power Technologies, Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 1st day of April, 2017, by and between Q2Power Technologies, Inc., a Delaware corporation (the “Company”) and Kevin M. Bolin, a resident of the State of Georgia (the “Employee”).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • November 18th, 2015 • Anpath Group, Inc. • Specialty cleaning, polishing and sanitation preparations • Florida
THIS AMENDED AND RESTATED LICENSE AGREEMENT (“Agreement”) is entered into as of July 15, 2014 (the “Execution Date”), and shall replace that original License Agreement dated as of October 1, 2010 by and between:
SECURITIES PURCHASE AGREEMENT QSAM BIOSCIENCES - COMMON STOCKSecurities Purchase Agreement • September 29th, 2023 • QSAM Biosciences, Inc. • Specialty cleaning, polishing and sanitation preparations • Texas
This Securities Purchase Agreement (this “Securities Purchase Agreement” or “Agreement”), between QSAM Biosciences Inc., a Delaware corporation, (the “Company”) and the purchaser(s) set forth below (the “Purchaser”), is dated as of the date signed by the Company (the Effective Date”). The Company and the Purchasers may be referred to individually, as a “Party” and collectively, as the “Parties.”
ContractWarrant Agreement • July 1st, 2008 • Anpath Group, Inc. • Specialty cleaning, polishing and sanitation preparations • New York
THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
ContractWarrant Agreement • July 10th, 2007 • Anpath Group, Inc. • Specialty cleaning, polishing and sanitation preparations • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED.
ContractSecurities Purchase Agreement • November 4th, 2005 • Telecomm Sales Network Inc • Services-business services, nec • New York
LOCK-UP AGREEMENTLock-Up Agreement • July 10th, 2007 • Anpath Group, Inc. • Specialty cleaning, polishing and sanitation preparations
THIS LOCK-UP AGREEMENT (the “Lock-Up Agreement”) is made and entered into as of July 6, 2007 by the undersigned in favor and for the benefit of Anpath Group, Inc. (formerly “Telecomm Sales Network, Inc.”), a Delaware corporation, (the “Company”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • November 18th, 2015 • Anpath Group, Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware
This Share Exchange Agreement (the “Agreement”) is made effective as of November 12, 2015, by and between AnPath Group, Inc., a Delaware corporation (the “Seller”), EnviroSystems, Inc., a Nevada corporation (the “Company”), and the individuals named on the signature page hereto (collectively the “Buyers” and individually each a “Buyer”). The Seller, the Company and the Buyers are sometimes referred to in this Agreement individually as a “Party,” and collectively as the “Parties.”
PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT MANUFACTURING AGREEMENTManufacturing Agreement • November 15th, 2006 • Telecomm Sales Network Inc • Specialty cleaning, polishing and sanitation preparations • Minnesota
This Manufacturing Agreement (the “Manufacturing Agreement”) is entered into as of August 1, 2006 (“Effective Date”) by and between Minntech Corporation, a Minnesota corporation, having its principal place of business at 14605 28th Ave North, Minneapolis, MN 55447 (“Manufacturer”) and EnviroSystems, Inc., a Nevada corporation, having its principal place of business at 116 Morlake Drive, Suite 201, Mooresville, NC 28117 (“ESI”).
FIRST AMENDMENT Patent and Technology License Agreement and Trademark Assignment Between IGL Pharma, Inc. and QSAM Therapeutics Inc.Patent and Technology License Agreement and Trademark Assignment • November 30th, 2021 • QSAM Biosciences, Inc. • Specialty cleaning, polishing and sanitation preparations
This Patent and Technology License Agreement and Trademark Assignment Amendment (the “Amendment”) is made and entered into as of November 17, 2021 (the “Effective Date”), by and between IGL Pharma, Inc., a Delaware corporation, (“IGL Pharma”) having its principal place of business at 1004 S. Velasco Street, Angleton, Texas 77515 and QSAM Therapeutics Inc., (“QSAM”) a Texas corporation having its principal place of business 3616 Far West Blvd, Suite 117-292, Austin, Texas 78731. IGL Pharma and QSAM are each referred to herein as a “Party” and collectively as the “Parties.”
OMNIBUS SEPARATION AGREEMENTOmnibus Separation Agreement • November 10th, 2020 • QSAM Biosciences, Inc. • Specialty cleaning, polishing and sanitation preparations
This OMNIBUS SEPARATION AGREEMENT (this “Agreement”), dated as of November 6, 2020 (the “Effective Date”) is entered into by and between QSAM Biosciences, Inc. (f/k/a Q2Earth, Inc.), a Delaware corporation (“QSAM”), and Earth Property Holdings LLC, a Delaware limited liability company (“EPH”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 18th, 2015 • Anpath Group, Inc. • Specialty cleaning, polishing and sanitation preparations • Ohio
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 20th day of March 2015 by and between Q2Power Corp., a Delaware corporation (hereinafter called the “Company”), and Sudheer Pimputkar (hereinafter called the “Executive”).
Q2Earth Signs Services Agreement in Connection with Acquisition of Two Waste- to-Energy Plants in New EnglandServices Agreement • May 22nd, 2019 • Q2Earth Inc. • Specialty cleaning, polishing and sanitation preparations
Palm Beach, FL; May 21, 2019 - Q2Earth, Inc. (OTCQB: QPWR) (the “Company” or “Q2”) has signed a services agreement to oversee the operational, legal and financial closing of the acquisition of two waste-to-energy plants in New England on behalf of its client, Community Eco Power LLC (“CEP”), and to assist in post-closing integration matters. The closing between the seller and CEP occurred on May 15, 2019.
