Standard Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 12th, 2018 • Premier Biomedical Inc • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 1, 2018, between Premier Biomedical Inc., a Nevada corporation (the “Company”), and the purchasers signatory hereto (each a “Holder” and collectively the “Holders”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 23rd, 2015 • Premier Biomedical Inc • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 3, 2015, by and between PREMIER BIOMEDICAL, INC., a Nevada corporation, with headquarters located at P.O. Box 31374, El Paso, TX 79930 (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 • April 15th, 2019 • Premier Biomedical Inc • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 23, 2018, between Premier Biomedical, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 4th, 2015 • Premier Biomedical Inc • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 24, 2015, by and between Premier Biomedical, Inc., a Nevada corporation, with headquarters located at P.O. Box 31374, El Paso, TX 79930 (the “Company”), and ADAR BAYS, LLC, a Florida limited liability company, with its address at 3411 Indian Creek Drive, Suite 403, Miami Beach, FL 33140, (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 31st, 2015 • Premier Biomedical Inc • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this "Agreement") is dated as of December 28, 2015, between Premier Biomedical, Inc. (the "Company") and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").
8% CONVERTIBLE PROMISSORY NOTE DUE OCTOBER 31, 2018Convertible Security Agreement • November 26th, 2018 • Premier Biomedical Inc • Biological products, (no disgnostic substances) • New York
THIS 8% CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued 8% Convertible Promissory Note of Premier Biomedical, Inc. (the “Company”), having its principal place of business at P.O. Box 25, Jackson Center, PA 16133, designated as its 8% Convertible Note due October 31, 2018 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 10th, 2013 • Premier Biomedical Inc • Biological products, (no disgnostic substances) • New York
WHEREAS, in connection with that certain Investment Agreement (the “Investment Agreement”) by and between the Company and the Investor of equal date as the Agreement hereto (together, the “Transaction Documents”), the Company has agreed to issue and sell to the Investor an indeterminate number of shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), to be purchased pursuant to the terms and subject to the conditions set forth in the Investment Agreement, which is hereby incorporated by reference; and
INVESTMENT AGREEMENTInvestment Agreement • December 10th, 2013 • Premier Biomedical Inc • Biological products, (no disgnostic substances) • New York
THIS INVESTMENT AGREEMENT (hereinafter referred to as the “Agreement”), dated as of December 5, 2013 (the “Execution Date”) by and between
SERIES B COMMON STOCK PURCHASE WARRANT PREMIER BIOMEDICAL, INC.Security Agreement • May 26th, 2017 • Premier Biomedical Inc • Biological products, (no disgnostic substances)
THIS SERIES B 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 three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Premier Biomedical, Inc., a Nevada 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).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • October 9th, 2019 • Premier Biomedical Inc • Biological products, (no disgnostic substances) • Nevada
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 3, 2019 (the “Execution Date”), by and between Premier Biomedical, Inc., a Nevada corporation (the “Company”), and Green Coast Capital International SA, a Panama Corporation (the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 31st, 2015 • Premier Biomedical Inc • Biological products, (no disgnostic substances)
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the "Purchase Agreement").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 18th, 2017 • Premier Biomedical Inc • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 30, 2017, between Premier Biomedical, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 2nd, 2014 • Premier Biomedical Inc • Biological products, (no disgnostic substances) • Utah
This Securities Purchase Agreement (this “Agreement”), dated as of November 25, 2014, is entered into by and between Premier Biomedical, Inc., a Nevada corporation (“Company”), and Typenex Co-Investment, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
EXCHANGE AGREEMENTExchange Agreement • October 14th, 2016 • Premier Biomedical Inc • Biological products, (no disgnostic substances) • New York
THIS EXCHANGE AGREEMENT (the “Agreement”) is dated October 10, 2016 (the “Effective Date”), by and between Premier Biomedical, Inc. (the “Company”) and Redwood Management, LLC (the “Holder”).
ContractWarrant Agreement • March 6th, 2015 • Premier Biomedical Inc • Biological products, (no disgnostic substances) • 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 PREMIER BIOMEDICAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 26th, 2017 • Premier Biomedical Inc • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 30, 2017, between Premier Biomedical, Inc., a Nevada 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 • October 9th, 2019 • Premier Biomedical Inc • Biological products, (no disgnostic substances) • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 26, 2019 (the “Execution Date”), is entered into by and between PREMIER BIOMEDICAL, INC., a Nevada corporation (the “Company”), and GREEN COAST CAPITAL INTERNATIONAL SA, a Panama Corporation (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Equity Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
AMENDMENT NO. 1 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 21st, 2017 • Premier Biomedical Inc • Biological products, (no disgnostic substances)
This First Amendment to the Securities Purchase Agreement (this “Amendment”) is entered into on August 8, 2017 between Premier Biomedical, Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser” and collectively with all other purchasers in the same offering, the “Purchasers”). Each of the Purchasers and the Company may be referred to herein as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENTLicense Agreement • June 14th, 2011 • Premier Biomedical Inc • Pennsylvania
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 3rd, 2016 • Premier Biomedical Inc • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this "Agreement") is made and entered into as of May 27, 2016, between Premier Biomedical, Inc., a Nevada corporation (the "Company"), and Redwood Management, LLC a Florida limited liability company (together with its permitted assigns, (the "Buyer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
EMPLOYMENT AGREEMENTEmployment Agreement • October 10th, 2012 • Premier Biomedical Inc • Biological products, (no disgnostic substances) • Pennsylvania
This Employment Agreement (the “Agreement”) is entered into by and between William A. Hartman, an individual residing in Pennsylvania (the “Employee”), and Premier Biomedical, Inc., a Nevada corporation (the “Company”), effective this 28th day of September, 2012, (the “Effective Date”).
AMENDMENT NO. 1 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2017 • Premier Biomedical Inc • Biological products, (no disgnostic substances)
This First Amendment to the Registration Rights Agreement (this “Amendment”) is entered into on August 4, 2017 between Premier Biomedical, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (including its successors and assigns, the “Purchaser” and collectively with all other purchasers in the same offering, the “Purchasers”). Each of the Purchasers and the Company may be referred to herein as a “Party” and collectively as the “Parties.”
INTELLECTUAL PROPERTY AGREEMENTIntellectual Property Agreement • May 14th, 2020 • Premier Biomedical Inc • Biological products, (no disgnostic substances) • Pennsylvania
This Intellectual Property Agreement (this “Agreement”) is entered into on May 12, 2020 (“Effective Date”), concerning the pursuits set forth herein for the collective development, implementation and commercialization of a potential treatment for the COVID-19 virus and its effects on the human body (collectively referred to herein as the “Joint Venture”) by and between:
FIRST ADDENDUM TO LICENSE AGREEMENTLicense Agreement • October 4th, 2011 • Premier Biomedical Inc • Biological products, (no disgnostic substances)
This First Addendum to License Agreement (this “Addendum”) is entered into this 17th day of August, 2011, by and between Altman Enterprises, LLC (“Altman”) and Premier Biomedical, Inc. (“Premier”). Each of Altman and Premier shall be referred to as a “Party” and collectively as the “Parties.”
EXCHANGE AGREEMENTExchange Agreement • August 21st, 2017 • Premier Biomedical Inc • Biological products, (no disgnostic substances) • New York
This Exchange Agreement (this “Agreement”) is entered into on August 8, 2017 by and between Premier Biomedical, Inc., a Nevada corporation (the “Company”) and [•] (the “Shareholder”). Any capitalized terms not defined herein shall have the meaning given to such term in the Securities Purchase Agreement.
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 11th, 2016 • Premier Biomedical Inc • Biological products, (no disgnostic substances)
This First Amendment to Securities Purchase Agreement (this "Amendment") is entered into on February 22, 2016 by and between Premier Biomedical, Inc., a Nevada corporation (the "Company") and Redwood Management, LLC (the "Purchaser").
AMENDMENTConvertible Promissory Note Amendment • March 6th, 2015 • Premier Biomedical Inc • Biological products, (no disgnostic substances)
This Amendment (this “Amendment”) is entered into as of March 4, 2015, by and between Typenex Co-Investment, LLC, a Utah corporation (“Lender”), and Premier Biomedical, Inc., a Nevada corporation (“Borrower”). Any capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Note (as defined below).
FIRST ADDENDUM TO LICENSE AGREEMENTLicense Agreement • October 4th, 2011 • Premier Biomedical Inc • Biological products, (no disgnostic substances)
This First Addendum to License Agreement (this “Addendum”) is entered into this 17th day of August, 2011, by and between Marv Enterprises, LLC (“Altman”) and Premier Biomedical, Inc. (“Premier”). Each of Marv and Premier shall be referred to as a “Party” and collectively as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • July 9th, 2015 • Premier Biomedical Inc • Biological products, (no disgnostic substances) • Nevada
This Consulting Agreement is entered into as of June 23, 2015 (the "Effective Date") and is by and between Premier Biomedical, Inc., a Nevada corporation (the "Company"), whose mailing address is P.O. Box 31374, El Paso, Texas 79930, and FBROCCO ASSESSORIA EMPRESARIAL LTDA ASSESSORIA EMPRESARIAL LTDA, a Brazilian company (the "Consultant"), having its principal office at Rua Xavier de Almeida, 1015 -- 134, Ipiranga, City of São Paulo, State of São Paulo, Brazil, ZIP Code 04211-001.
THIRD ADDENDUM TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • May 14th, 2020 • Premier Biomedical Inc • Biological products, (no disgnostic substances)
This THIRD ADDENDUM TO EXCLUSIVE LICENSE AGREEMENT (this “First Amendment”) is made as of the 11th day of May, 2020, by and between Marv Enterprises, LLC a Limited Liability Company organized and existing under the laws of the Commonwealth of Pennsylvania (“Marv”) with an address of P.O. Box 1332, Hermitage, PA 16148 and Premier Biomedical, Inc.., a Nevada corporation with its principal business address at 1362 Springfield Church Road, Jackson Center, PA 16133 (“Licensee”).
PATENT LICENSE AGREEMENT (UTEP AND PREMIER BIOMEDICAL, INC.)Patent License Agreement • March 18th, 2015 • Premier Biomedical Inc • Biological products, (no disgnostic substances) • Texas
This Patent License Agreement is between the Licensor and the Licensee identified below (collectively, “Parties”, or singly, “Party”).
DIRECTORS STOCK PURCHASE AGREEMENTDirectors Stock Purchase Agreement • February 27th, 2013 • Premier Biomedical Inc • Biological products, (no disgnostic substances) • Florida
This Directors Stock Purchase Agreement (this “Agreement”) is entered into on [insert], 2013 (the “Effective Date”) by and between Premier Biomedical, Inc., a Nevada corporation (the “Company”), and [insert], a[n] [insert] (the “Purchaser”). The Company and Purchaser shall each be referred to as a “Party” and collectively as the “Parties.”
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • October 14th, 2016 • Premier Biomedical Inc • Biological products, (no disgnostic substances) • Utah
This WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of October 10, 2016, is entered into by and among Typenex Co-Investment, LLC, a Utah limited liability company (“Seller”), Redwood Management, LLC, a Florida limited liability company (“Buyer”), and Premier Biomedical, Inc., a Nevada corporation (“Company”), for the purchase by Buyer of certain rights in and to a certain Warrant (as defined) held by Seller.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 3rd, 2016 • Premier Biomedical Inc • Biological products, (no disgnostic substances) • New York
This Stock Purchase Agreement (this "Agreement") is dated as of May 27, 2016, by and between Premier Biomedical, Inc., a Nevada corporation (the "Company"), and Redwood Management, LLC, a Florida limited liability company (the "Investor").
FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • November 12th, 2013 • Premier Biomedical Inc • Biological products, (no disgnostic substances)
This First Amendment to Convertible Promissory Note (this “Amendment”) is entered into effective August 13, 2013 (the “Effective Date”) by and between Premier Biomedical, Inc., a Nevada corporation (the “Borrower”) and LG Capital Funding, LLC, a New York corporation (the “Holder”). Each of the Borrower and the Holder shall be referred to as a “Party” and collectively as the “Parties.”
