SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 20th, 2015 • Boston Therapeutics, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 16, 2015, by and between BOSTON THERAPEUTICS, INC., a Delaware corporation, with headquarters located at 1750 Elm Street - Suite 103, Manchester, NH 03104 (the “Company”), and VIS VIRES GROUP, INC., a New York corporation, with its address at 111 Great Neck Road – Suite 216, Great Neck, NY 11021 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 24th, 2022 • NANOMIX Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March [ ], 2022, between NANOMIX CORPORATION, a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
6% SENIOR CONVERTIBLE DEBENTURE DUE 2018Boston Therapeutics, Inc. • August 15th, 2016 • Pharmaceutical preparations • New York
THIS 6% SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 6% Senior Convertible Debentures of Boston Therapeutics, Inc., a Delaware corporation, (the "Company"), having its principal place of business at 233 Needham Street, Newton, MA 02464, designated as its 6% Senior Convertible Debenture due 2018 (this debenture, the "Debenture" and, collectively with the other debentures of such series, the "Debentures"). The terms not defined herein shall have the meaning as set forth in the Purchase Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 1st, 2022 • NANOMIX Corp • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 25, 2022, is by and among Nanomix Corporation, a Delaware corporation with offices located at 5900 Hollis Street, Suite P, Emeryville, CA 94608 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2021 • Boston Therapeutics, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 25, 2021, is by and among Boston Therapeutics, Inc., a Delaware corporation with offices located at 5900 Hollis Street, Suite P, Emeryville, CA 94608 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
COMMON STOCK PURCHASE WARRANT BOSTON THERAPEUTICS, INC.Boston Therapeutics, Inc. • November 14th, 2013 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________________ (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 Boston Therapeutics, Inc., a Delaware corporation (the “Company”), up to __________ shares (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).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • June 29th, 2021 • Boston Therapeutics, Inc. • Pharmaceutical preparations • New York
SECURITY AND PLEDGE AGREEMENT, dated as of June 25, 2021 (this “Agreement”), made by Boston Therapeutics, Inc., a Delaware corporation with offices located at 354 Merrimack Street #4, Lawrence, MA 01843 (the “Company”), and each of the undersigned direct and indirect Domestic Subsidiaries of the Company from time to time, if any (each a “Grantor” and together with the Company, collectively, the “Grantors”), in favor of HT Investments MA LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the Noteholders (as defined below) party to the Securities Purchase Agreement (as defined below).
GUARANTYGuaranty • June 29th, 2021 • Boston Therapeutics, Inc. • Pharmaceutical preparations • New York
This GUARANTY, dated as of June 25, 2021 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of HT Investments MA LLC, a Delaware limited liability company, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).
Securities Purchase AgreementSecurities Purchase Agreement • May 20th, 2015 • Boston Therapeutics, Inc. • Pharmaceutical preparations • Utah
This Securities Purchase Agreement (this “Agreement”), dated as of March 12, 2015, is entered into by and between Boston Therapeutics, Inc., a Delaware corporation (“Company”), and Typenex Co-Investment, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
COMMON STOCK PURCHASE WARRANT BOSTON THERAPEUTICS, INC.Boston Therapeutics, Inc. • April 28th, 2015 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [____] (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 Boston Therapeutics, Inc., a Delaware corporation (the “Company”), up to [____] shares (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).
6% SUBORDINATED CONVERTIBLE DEBENTURE DUE 2018Boston Therapeutics, Inc. • May 2nd, 2017 • Pharmaceutical preparations • New York
THIS 6% SUBORDINATED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 6% Subordinated Convertible Debentures of Boston Therapeutics, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 354 Merrimack Street, #4, Lawrence, MA 01843, designated as its 6% Subordinated Convertible Debenture due 2019 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”). The terms not defined herein shall have the meaning as set forth in the Purchase Agreement.
BOSTON THERAPEUTICS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2013 • Boston Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of August 30, 2013, is made by and between Boston Therapeutics, Inc., a Delaware corporation (the “Company”) and the undersigned investor (the “Investor”).
ContractBoston Therapeutics, Inc. • May 20th, 2015 • Pharmaceutical preparations • Utah
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BOSTON THERAPEUTICS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
UNIT PURCHASE AGREEMENT BY AND AMONG BOSTON THERAPEUTICS, INC. AND THE PURCHASERS PARTY HERETO August 6, 2013Unit Purchase Agreement • November 14th, 2013 • Boston Therapeutics, Inc. • Pharmaceutical preparations • New York
Schedule 3.6 Absence of Liabilities Schedule 3.7.1 Material Contracts Schedule 3.7.4 Required Consents Schedule 3.9 Absence of Changes Schedule 3.10 Title to Properties and Assets; Liens Schedule 3.11.1 Owned Intellectual Property and Licensed Intellectual Property Schedule 3.14 Tax Returns and Payments Schedule 3.15.1 Employees Schedule 3.18 Leased Real Property Schedule 3.19.1 Material Collaborators Schedule 3.19.2 Material Suppliers Schedule 3.21.2 Clinical Studies, Tests and Trials Schedule 3.26 Insurance Exhibit A Schedule of Purchasers Exhibit B Form Warrant Exhibit C Funding Instructions Exhibit D Pre-Closing Capitalization of the Company Exhibit E Form of Legal Opinion Exhibit F Form of Registration Rights Agreement
BOSTON THERAPEUTICS, INC. 10% CONVERTIBLE PROMISSORY NOTE DUE SEPTEMBER 24, 2018Boston Therapeutics, Inc. • October 2nd, 2015 • Pharmaceutical preparations • New Hampshire
FOR VALUE RECEIVED, BOSTON THERAPEUTICS, INC., a Delaware corporation (the “Company”), hereby promises to pay to the order of CJY HOLDINGS LIMITED (“Holder”), the principal amount of SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) on September 24, 2018 (“Maturity Date”) or earlier as hereinafter provided. Interest on the outstanding principal balance shall be paid at maturity at the rate of twelve percent (10%) per annum. Interest shall be computed on the basis of a 360-day year, using the number of days actually elapsed.
BOSTON THERAPEUTICS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • November 14th, 2013 • Boston Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
SUBSCRIPTION AGREEMENT by and between the investor named above (the “Investor”) and Boston Therapeutics, Inc., (the “Company”) a Delaware corporation with offices at 33 South Commercial St., Manchester, NH 03101. This Subscription Agreement shall be deemed to include the attached Terms and Conditions which hereby are incorporated by reference.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 14th, 2013 • Boston Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made as of November 10, 2010, by and among Avanyx Therapeutics, Inc., a Delaware corporation (“Purchaser” or “Surviving Corporation”), Boston Therapeutics, a New Hampshire corporation (the “Company”), and Ken Tassey (the “Management Shareholder”).
TECHNOLOGY ASSIGNMENT AGREEMENTTechnology Assignment Agreement • November 14th, 2013 • Boston Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS TECHNOLOGY ASSIGNMENT AGREEMENT (this “Agreement”) is entered as of August 24, 2009, by and between Avanyx Therapeutics, Inc., a Delaware corporation (the “Company”), and David Platt, an individual (“Founder”).
LICENSE AGREEMENTLicense Agreement • July 2nd, 2018 • Boston Therapeutics, Inc. • Pharmaceutical preparations • California
THIS LICENSE AGREEMENT (“Agreement”) is made and entered into as of this 26th day of June, 2018 (the “Effective Date”), by and between Level Brands, Inc., a North Carolina corporation, its subsidiary Level H & W, LLC a North Carolina limited liability company, together (“Licensor”), and Boston Therapeutics, Inc., a Delaware corporation (“Licensee”). Licensor and Licensee sometimes collectively referred to herein as “Parties” or, individually, as “Party.”
LICENSE AND MANUFACTURING AGREEMENT BETWEEN BOSTON THERAPEUTICS, INC. AND ADVANCE PHARMACEUTICAL COMPANY LIMITEDLicense and Manufacturing Agreement • November 14th, 2013 • Boston Therapeutics, Inc. • Pharmaceutical preparations • California
BACKGROUND 1. DEFINITION 4 2. LICENSE GRANT 7 3. ROYALTY AND PAYMENT 8 4. JOINT EXPENSES FOR MAA AND REFERENCE MATERIAL 10 5. REGULATORY APPROVALS AND CO-OPERATION 11 6. REPRESENTATIONS, WARRANTIES AND COVENANTS 12 7. INDEMNITIES 14 8. FORECAST OF PRODUCT SUPPLY AND SALES 14 9. BRANDING 15 10. PROSECUTION AND MAINTENANCE 16 11. NEW INTELLECTUAL PROPERTY 17 12. ENFORCEMENT 17 13. MANUFACTURING FACILITY 17 14. EVENT OF DEFAULT 18 15. CONFIDENTIALITY 18 16. TERM 20 17. TERMINATION 20 18. DISPUTE RESOLUTION 20 19. GOVERNING LAW 21 20. MISCELLANEOUS 21 EXHIBITS Exhibit 1 Option Agreement 25 Exhibit 2 Trademark Certificate of SUGARDOWN 26 Exhibit 3 List of Prices 27 Exhibit 4 Banking Information 29 Exhibit 5 Reimbursement costs 30 Exhibit 6 List of Patents 31 Exhibit 7 List of Products 32 Exhibit 8 Certificated of analysis of SugarDown Chewable Tablet 33 Exhibit 9 Declarations of Good Manufacturing Practice 34
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2013 • Boston Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
EMPLOYMENT AGREEMENT dated as of August 11, 2011 (the “Effective Date”), by and between BOSTON THERAPEUTICS, INC., a Delaware corporation (the “Company”) and Ken Tassey (the “Executive”).
March 27, 2017Boston Therapeutics, Inc. • March 28th, 2017 • Pharmaceutical preparations
FIRST AMENDMENT TO DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • April 12th, 2022 • NANOMIX Corp • Pharmaceutical preparations
This First Amendment to the Development and License Agreement (the “First Amendment”) is entered into this 1st of September 2018 (the “Effective Date”).
SUBSCRIPTION AGREEMENT Boston Therapeutics, Inc. Manchester, NH 03104 Tel. (603) 935-9799Subscription Agreement • October 5th, 2012 • Boston Therapeutics, Inc. • Pharmaceutical preparations
THIS SUBSCRIPTION AGREEMENT made this _____day of ______________, 2012 by and between Boston Therapeutics, Inc., a Delaware corporation (hereinafter “ Company”), and the undersigned Subscriber (hereinafter “Subscriber”), who, for and in consideration of the mutual promises and covenants set forth herein, do hereto agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 20th, 2015 • Boston Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 13, 2015, is entered into by and among Boston Therapeutics, Inc., a Delaware corporation (the “Company”), and JDF Capital, Inc. (the “Purchaser”). The Company and the Purchaser are sometimes referred to herein as a “party” and collectively as the “parties”.
CONSENT, AMENDMENT AND WAIVERConsent, Amendment and Waiver • March 24th, 2022 • NANOMIX Corp • Pharmaceutical preparations
This CONSENT, AMENDMENT AND WAIVER (this “Consent”) is made and entered into as of March 22, 2022 by and among Nanomix Corporation, a Delaware corporation (which was formerly known as Boston Therapeutics, Inc.) (the “Company”) and HT Investments MA LLC (the “Investor”).
Boston Therapeutics Inc. 233 Needham Street Newton, MA 02464Boston Therapeutics, Inc. • May 12th, 2016 • Pharmaceutical preparations
Boston Therapeutics Inc. 1750 Elm Street Manchester, NH 03104Boston Therapeutics, Inc. • December 10th, 2015 • Pharmaceutical preparations
EXCHANGE AGREEMENTExchange Agreement • June 29th, 2021 • Boston Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS EXCHANGE AGREEMENT (the “Agreement”) is made as of the ___ day of June 2021, by and between, Boston Therapeutics, Inc., a Delaware corporation (the “Company”), and ______________ (the “Holder”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 2nd, 2015 • Boston Therapeutics, Inc. • Pharmaceutical preparations • New Hampshire
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 24, 2015, by and among Boston Therapeutics, Inc., a Delaware corporation, with headquarters located at 1750 Elm Street, Suite 103, Manchester, NH 03104 (the “Company”), and the purchaser set forth on the signature page hereto (the “Buyer”).
COMMON STOCK PURCHASE WARRANT BOSTON THERAPEUTICS, INC.Common Stock Purchase Warrant • October 5th, 2012 • Boston Therapeutics, Inc. • Pharmaceutical 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 Issue Date set forth above (the “Initial Exercise Date”) and on or prior to the earlier to occur of (i) the close of business on the fifth anniversary of the Initial Exercise Date and or (ii) the date fixed for redemption of this Warrant as provided in Section 5 of this Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from Boston Therapeutics, Inc., a Delaware corporation (the “Company”), up to the number of shares of the Company’s common stock, $0.001 par value (“Common Stock”) equal to the warrant shares set forth above (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,
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 22nd, 2017 • Boston Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _______ __, 2017, by and among Boston Therapeutics, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 2nd, 2021 • Boston Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 2, 2021, is entered into by and among BOSTON THERAPEUTICS, INC., a Delaware corporation (“Public Company”); BTHE Acquisition Inc., a California corporation and a wholly owned subsidiary of Public Company (the “Merger Sub”); and NANOMIX, INC., a California corporation (“Merger Partner,” and together with Public Company and the Merger Sub, the “Parties”).
ContractStock Purchase Warrant • August 15th, 2016 • Boston Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.
BOSTON THERAPEUTICS, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 15th, 2016 • Boston Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (the "Agreement") is entered into by and between Boston Therapeutics, Inc., a Delaware corporation (the "Company"), and the undersigned purchaser or purchasers (the "Purchaser", and collectively with other purchasers similarly situated, the "Purchasers") as of the latest date set forth on the signature page hereto.
