SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 5th, 2019 • Cerebain Biotech Corp. • Wholesale-medical, dental & hospital equipment & supplies • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 15, 2019, by and between CEREBAIN BIOTECH CORP., a Nevada corporation, with headquarters located at 600 Anton Blvd., Suite 1100, Costa Mesa, CA 92626 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylston Street, 2nd Floor, Boston, MA 02116 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT CEREBAIN BIOTECH CORP.Security Agreement • April 5th, 2019 • Cerebain Biotech Corp. • Wholesale-medical, dental & hospital equipment & supplies • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of the purchase price of $55,000.00 for the first tranche of $55,000.00 under the $110,000.00 convertible promissory note to the Holder (as defined below) of even date) (the “Note”), Auctus Fund, LLC, a Delaware limited liability company (including any permitted and registered 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 of issuance hereof, to purchase from Cerebain Biotech Corp., a Nevada corporation (the ”Company”), up to 1,100,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain secur
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 13th, 2018 • Cerebain Biotech Corp. • Wholesale-medical, dental & hospital equipment & supplies • Nevada
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 12, 2018, is entered into by and between CEREBAIN BIOTECH CORP., a Nevada corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”).
Warrant Shares: 275,000 Issue Date: February 15, 2018Security Agreement • May 15th, 2018 • Cerebain Biotech Corp. • Wholesale-medical, dental & hospital equipment & supplies
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, EMA Financial, LLC, a Delaware limited liability company (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 Issue Date (as defined above) and on or prior to the close of business on the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CEREBAIN BIOTECH CORP., a Nevada corporation (the “Company”), up to 275,500 shares (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) 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), subject to adjustment herein. This Warrant is issued by the Company as of the date hereof in connection with that certain securities p
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 13th, 2018 • Cerebain Biotech Corp. • Wholesale-medical, dental & hospital equipment & supplies • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 14, 2018, by and between CEREBAIN BIOTECH CORP., a Nevada corporation, with headquarters located at 600 Anton Blvd., Suite 1100, Costa Mesa, CA 92626 (the “Company”), and CROWN BRIDGE PARTNERS, LLC, a New York limited liability company, with its address at 1173a 2nd Avenue, Suite 126, New York, NY 10065 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT CEREBAIN BIOTECH CORP.Security Agreement • March 13th, 2018 • Cerebain Biotech Corp. • Wholesale-medical, dental & hospital equipment & supplies • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of purchase price of $58,500.00, for the first tranche of $65,000.00 under the $130,000.00 convertible promissory note issued to the Holder (as defined below) on February 14, 2018) (the “Note”), Crown Bridge Partners, LLC (including any permitted and registered 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 of issuance hereof, to purchase from Cerebain Biotech Corp., a Nevada corporation (the ”Company”), 97,500 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant).
COMMON STOCK PURCHASE WARRANT CEREBAIN BIOTECH CORPCommon Stock Purchase Warrant • March 13th, 2018 • Cerebain Biotech Corp. • Wholesale-medical, dental & hospital equipment & supplies
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, EMA Financial, LLC, a Delaware limited liability company (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 Issue Date (as defined above) and on or prior to the close of business on the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CEREBAIN BIOTECH CORP., a Nevada corporation (the “Company”), up to 137,500 shares (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) 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), subject to adjustment herein. This Warrant is issued by the Company as of the date hereof in connection with that certain securities p
EMPLOYMENT AGREEMENTEmployment Agreement • October 2nd, 2013 • Discount Dental Materials, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Texas
This EMPLOYMENT AGREEMENT (“Agreement”) is made, entered into, and effective as of June 15, 2013 (“Effective Date”), by and between Discount Dental Materials, Inc., a Nevada corporation (the “Company” or “DDOO”), its subsidiary, Cerebain Biotech Corp. and Eric Clemons.
CEREBAIN BIOTECH CORP. SECURITIES PURCHASE AGREEMENT COMMON STOCK AT $0.50 PER SHARE SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 6th, 2018 • Cerebain Biotech Corp. • Wholesale-medical, dental & hospital equipment & supplies • California
This Securities Purchase Agreement (this “Agreement”) is made and entered into effective as of the 1st day of February 2018 (the “Effective Date”) by and between Cerebain Biotech Corp., a Nevada corporation (the “Company”), and Charles Laba-Chedrawi, (the “Purchaser”). The Company and Purchaser shall each be referred to as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • October 4th, 2013 • Discount Dental Materials, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Texas
This EMPLOYMENT AGREEMENT (“Agreement”) is made, entered into, and effective as of June 15, 2013 (“Effective Date”), by and between Discount Dental Materials, Inc., a Nevada corporation (the “Company” or “DDOO”) , its subsidiary, Cerebain Biotech Corp. and Wesley Tate.
CEREBAIN BIOTECH CORP. CONSULTING AGREEMENTConsulting Agreement • October 4th, 2013 • Discount Dental Materials, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Texas
This Consulting Agreement (this "Agreement"), made and entered into as of this 15th day of April, 2013 by and between Cerebain Biotech Corp., a Nevada corporation (the "Company") and IDC Consulting & Investors LLC (the "Consultant").
DISCOUNT DENTAL MATERIALS, INC. Subscription AgreementSubscription Agreement • June 9th, 2010 • Discount Dental Materials, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Nevada
DEBT CONVERSION AND STOCK PURCHASE AGREEMENTDebt Conversion and Stock Purchase Agreement • January 6th, 2014 • Discount Dental Materials, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Texas
This Debt Conversion and Stock Purchase Agreement (this “Agreement”) is made and entered into effective as of the 30th day of December, 2013 (the “Effective Date”) by and between Discount Dental Materials, Inc., a Nevada corporation (the “Company”), and Gerald A. DeCiccio, an individual (the “Purchaser”). The Company and Purchaser shall each be referred to as a “Party” and collectively as the “Parties.”
Consulting AgreementConsulting Agreement • October 4th, 2013 • Discount Dental Materials, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Texas
This consulting agreement (the “Agreement”), entered into on June 1, 2013 and effective immediately, Discount Dental Materials, Inc. a Nevada corporation (together with any successor thereto, the “Company” or “DDOO”), and Gerald DeCiccio, an independent provider of services (the “Contractor”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2018 • Cerebain Biotech Corp. • Wholesale-medical, dental & hospital equipment & supplies • California
This EMPLOYMENT AGREEMENT (“Agreement”) is made, entered into, and effective as of February 1, 2018 (“Effective Date”), by and between Cerebain Biotech Corp., a Nevada corporation (the “Company”), and Wesley Tate.
AGREEMENTLoan Agreement • July 14th, 2010 • Discount Dental Materials, Inc. • Wholesale-medical, dental & hospital equipment & supplies
AGREEMENT dated this 10th day of July 2010, by and between DISCOUNT DENTAL MATERIALS, INC. (hereinafter "DDM"), a Nevada Corporation, with offices located at 4211 W. Magnolia Blvd. Burbank, California 91505 and R. Douglas Barton ("Barton"), President of DDM.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • February 10th, 2012 • Discount Dental Materials, Inc. • Wholesale-medical, dental & hospital equipment & supplies
This Assignment and Assumption Agreement (the "Agreement") is effective as of the close of business on January 17, 2012, by and between Discount Dental Materials, Inc., a Nevada Corporation ("Assignor"), and R. Douglas Barton (the “Assignee”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2015 • Cerebain Biotech Corp. • Wholesale-medical, dental & hospital equipment & supplies • Texas
This EMPLOYMENT AGREEMENT ("Agreement") is made, entered into, and effective as of October 1, 2015 ("Effective Date"), by and between Cerebain Biotech Corp., a Nevada corporation (the "Company" or "CBBT") , and Wesley Tate.
AGREEMENTLegal Services Agreement • May 4th, 2010 • Discount Dental Materials, Inc. • Wholesale-medical, dental & hospital equipment & supplies
AGREEMENT dated this 21 day of April 2010, by and between DISCOUNT DENTAL MATERIALS, INC. (hereinafter “DDM”), a Nevada Corporation, with offices located at 4211 w. Magnolia Blvd. Burbank, California 91505, R. Douglas Barton, President of DDM and Gary B. Wolff, P.C., counsel to DDM, with offices located at 488 Madison Avenue, Suite 1100, New York, New York 10022.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • February 10th, 2012 • Discount Dental Materials, Inc. • Wholesale-medical, dental & hospital equipment & supplies • California
This Share Exchange Agreement (the “Agreement”) dated as of January 17, 2012, is made by and among Discount Dental Materials, Inc., a Nevada corporation (the “Corporation” or “DDOO”), R. Douglas Barton, an individual and officer, director and controlling shareholder of DDOO (“Barton”), Cerebain Biotech Corp., a Nevada corporation (“Cerebain”), and the shareholders of Cerebain (each a “Shareholder” and collectively the “Shareholders”) who are the owners of 100% of the outstanding common stock of Cerebain as listed on Exhibit A, attached hereto.
TERMINATION AGREEMENT AND GENERAL RELEASETermination Agreement and General Release • January 24th, 2013 • Discount Dental Materials, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Texas
This Termination Agreement and General Release (the “Agreement”) is made effective as of the 18th day of January, 2013 (the “Effective Date”), by and between Discount Dental Materials, Inc., a Nevada corporation (“DDOO”) on one hand, and Eric Clemons, an individual (“Clemons”), on the other hand. DDOO and Clemons are each referred to herein as a “Party” and collectively as the “Parties.”
AGREEMENTConflict of Interest Agreement • June 9th, 2010 • Discount Dental Materials, Inc. • Wholesale-medical, dental & hospital equipment & supplies
AGREEMENT dated this 21st day of April 2010, by and between Discount Dental Materials, Inc. (hereinafter “DDM”), a Nevada Corporation, with offices located at 4211 W. Magnolia Blvd., Burbank, CA 91505 and R. Douglas Barton, President of DDM.
TERMINATION AGREEMENT AND GENERAL RELEASETermination Agreement and General Release • January 24th, 2013 • Discount Dental Materials, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Texas
This Termination Agreement and General Release (the “Agreement”) is made effective as of the 18th day of January, 2013 (the “Effective Date”), by and between Discount Dental Materials, Inc., a Nevada corporation (“DDOO”) on one hand, and Paul Sandhu, an individual (“Sandhu”), on the other hand. DDOO and Sandhu are each referred to herein as a “Party” and collectively as the “Parties.”
PATENT LICENSE AGREEMENTPatent License Agreement • February 10th, 2012 • Discount Dental Materials, Inc. • Wholesale-medical, dental & hospital equipment & supplies • California
This Patent License Agreement (the “Agreement”) is hereby entered into effective as of June 10, 2010 (the “Effective Date”), by and between Cerebain Biotech Corp., a California corporation, (hereinafter “Cerebain”) located at 92 Corporate Park, C-141, Irvine, CA 92606, and Dr. Surinder Singh Saini, MD, an individual (hereinafter “Licensor”) located at 1280 Bison Ave., B9-41, Newport Beach, CA 92657. Cerebain and Licensor may each be referred to herein as a “Party” and together as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 10th, 2012 • Discount Dental Materials, Inc. • Wholesale-medical, dental & hospital equipment & supplies • California
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 17th day of January, 2012, by and between the persons and entities listed on the signature page hereof and on Exhibit A (collectively, the “Sellers”) who are the record or beneficial owners of shares of capital stock of Discount Dental Materials, Inc. (the “Company”) in the amounts listed on Exhibit A, and Cerebain Biotech Corp., a Nevada corporation (the “Buyer”).
AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON FEBRUARY 14, 2018Convertible Promissory Note Amendment • April 5th, 2019 • Cerebain Biotech Corp. • Wholesale-medical, dental & hospital equipment & supplies
THIS AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON February 14, 2018 (the “Amendment”) is entered into by and between Cerebain Biotech Corp., a Nevada corporation (the “Company”), and Crown Bridge Partners, LLC, a New York limited liability company (the “Holder”) (collectively the “Parties”).
DEBT CONVERSION AND STOCK PURCHASE AGREEMENTDebt Conversion and Stock Purchase Agreement • August 11th, 2014 • Cerebain Biotech Corp. • Wholesale-medical, dental & hospital equipment & supplies • Texas
This Debt Conversion and Stock Purchase Agreement (this “Agreement”) is made and entered into effective as of the 16th day of June, 2014 (the “Effective Date”) by and between Discount Dental Materials, Inc., a Nevada corporation (the “Company”), and Wesley Tate, an individual (the “Purchaser”). The Company and Purchaser shall each be referred to as a “Party” and collectively as the “Parties.”
ESCROW AGREEMENTEscrow Agreement • June 9th, 2010 • Discount Dental Materials, Inc. • Wholesale-medical, dental & hospital equipment & supplies
Agreement dated this 7th day of June 2010 by and between Discount Dental Materials, Inc. (hereinafter the “Company”) located at 4211 W. Magnolia Blvd., Burbank, CA 91505 and Gary B. Wolff, P.C. (hereinafter “Escrow Agent”) located at 488 Madison Avenue, Suite 1100, New York, New York 10022.
AGREEMENTLegal Services Agreement • January 27th, 2009 • Discount Dental Materials, Inc.
AGREEMENT dated this 2 day of January 2009, by and between DISCOUNT DENTAL MATERIALS, INC. (hereinafter “DDM”), a Nevada Corporation, with offices located at 4211 w. Magnolia Blvd. Burbank, California 91505, R. Douglas Barton, President of DDM and Gary B. Wolff, P.C., counsel to DDM, with offices located at 488 Madison Avenue, Suite 1100, New York, New York 10022.
TERMINATION AGREEMENT AND GENERAL RELEASETermination Agreement and General Release • January 24th, 2013 • Discount Dental Materials, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Texas
This Termination Agreement and General Release (the “Agreement”) is made effective as of the 18th day of January, 2013 (the “Effective Date”), by and between Discount Dental Materials, Inc., a Nevada corporation (“DDOO”) on one hand, and Gerald A. DeCiccio, an individual (“DeCiccio”), on the other hand. DDOO and DeCiccio are each referred to herein as a “Party” and collectively as the “Parties.”
AGREEMENTLegal Fees Agreement • July 22nd, 2010 • Discount Dental Materials, Inc. • Wholesale-medical, dental & hospital equipment & supplies
AGREEMENT dated this 21 day of April 2010, as amended July 21, 2010 by and between DISCOUNT DENTAL MATERIALS, INC. (hereinafter “DDM”), a Nevada Corporation, with offices located at 4211 w. Magnolia Blvd. Burbank, California 91505, R. Douglas Barton, President of DDM and Gary B. Wolff, P.C., counsel to DDM, with offices located at 488 Madison Avenue, Suite 1100, New York, New York 10022.
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • April 5th, 2019 • Cerebain Biotech Corp. • Wholesale-medical, dental & hospital equipment & supplies
THIS FIRST AMENDMENT TO PROMISSORY NOTE (the “Amendment”), dated as of March 26, 2019 (the “Effective Date”), is entered into by Cerebain Biotech Corp. (the “Company”) and Auctus Fund, LLC (“Holder”).
CONSULTING AGREEMENTConsulting Agreement • February 10th, 2014 • Discount Dental Materials, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Texas
This Consulting Agreement (this "Agreement"), made and entered into as of this 15th day of October, 2013 by and between Cerebain Biotech Corp., a Nevada corporation (the "Company") and Superior Inc. (the "Consultant").
AGREEMENTConflict of Interest Agreement • January 27th, 2009 • Discount Dental Materials, Inc.
AGREEMENT dated this 2 day of January 2009, by and between Discount Dental Materials, Inc. (hereinafter “DDM”), a Nevada Corporation, with offices located at 4211 W. Magnolia Blvd., Burbank, CA 91505 and R. Douglas Barton, President of DDM.
