ContractOrigin Life Sciences, Inc. • April 11th, 2023 • Electromedical & electrotherapeutic apparatus • California
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2023 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) AN OFFICER, PARTNER, REGISTERED PERSON OR AFFILIATE OF BOUSTEAD SECURITIES, LLC.
UNDERWRITING AGREEMENTLock-Up Agreement • April 11th, 2023 • Origin Life Sciences, Inc. • Electromedical & electrotherapeutic apparatus • California
The undersigned, Origin Life Sciences, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, 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:
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2023 • Origin, Inc. • Electromedical & electrotherapeutic apparatus
This EMPLOYMENT AGREEMENT (“Agreement”), made effective as of November 1, 2015, is between Origin, Inc., a Delaware corporation (f/k/a Advanced Plasma Therapies, Inc., the “Company”), and Dr. David Dantzker (“Executive”), an individual residing at 64 East 86th Street, New York NY 10028.
EXCHANGE AGREEMENTExchange Agreement • February 2nd, 2024 • Origin Life Sciences, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Exchange Agreement (this “Agreement”), dated as of February [ ], 2024, is made by and between Origin Life Sciences, Inc., a Delaware corporation (the “Company”), and Victor Micati, as the holder of the Debt (as defined below) (the “Holder” and, together with the Company, the “Parties” and each individually a “Party”).
FORM OF EXCHANGE AGREEMENTForm of Exchange Agreement • June 29th, 2023 • Origin Life Sciences, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Exchange Agreement (this “Agreement”), dated as of June [ ], 2023, is made by and between Origin Life Sciences, Inc., a Delaware corporation (the “Company”), and David Dantzker, as the holder of the Debt (as defined below) (the “Holder” and, together with the Company, the “Parties” and each individually a “Party”).
FORM OF SUBSCRIPTION AGREEMENT (Pre-IPO Round)Form of Subscription Agreement • June 29th, 2023 • Origin Life Sciences, Inc. • Electromedical & electrotherapeutic apparatus
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of the last date appearing on the signature pages hereto, is made and entered into by and between Origin Life Sciences, Inc., a Delaware corporation (the “Company”), and the individual or entity signatory hereto (“Subscriber”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2023 • Origin, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment”), dated as of September 30, 2013 (the “Effective Date”), is by and between Advanced Plasma Therapies, Inc., a Delaware corporation, with its principal place of business at 1 Monroe Avenue, Lawrenceville, New Jersey 08648 (the “Company”) and Michael Preston, having a principal residence at 8 Abbey Road, Orangeburg NY 10962 (the “Executive”).
SUBSCRIPTION AGREEMENT (Pre-IPO Round)Subscription Agreement • June 5th, 2023 • Origin Life Sciences, Inc. • Electromedical & electrotherapeutic apparatus
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of the last date appearing on the signature pages hereto, is made and entered into by and between Origin Life Sciences, Inc., a Delaware corporation (the “Company”), and the individual or entity signatory hereto (“Subscriber”).
ORIGIN, INC. CONVERTIBLE NOTEOrigin, Inc. • March 13th, 2023 • Electromedical & electrotherapeutic apparatus • New York
FOR VALUE RECEIVED, Origin, Inc., a Delaware corporation (“Origin” or the “Maker”), hereby promises to pay to the order of _______________ (the “Investor”), or registered assigns (together with the Investor, the “Holder”), the amount set out above as the “Original Principal Amount”, as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise (the “Principal”), when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).
FORM OF COMMON STOCK PURCHASE WARRANT ORIGIN LIFE SCIENCES, INC.Origin Life Sciences, Inc. • June 29th, 2023 • Electromedical & electrotherapeutic apparatus • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________________ or any 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 following the Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on _______________, 20301 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Origin Life Sciences, Inc., a Delaware corporation (the “Company”), up to _____________ shares of Common Stock (the “Warrant Shares”). 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).
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2023 • Origin, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of May 30, 2013 (the “Effective Date”), is by and between Advanced Plasma Therapies, Inc., a Delaware corporation, with its principal place of business at 1 Monroe Avenue, Lawrenceville, New Jersey 08648 (the “Company”) and Michael Preston, having a principal residence at 8 Abbey Road, Orangeburg, NY 10962 (the “Executive”).
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2023 • Origin, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (the “Amendment”), dated as of December 20, 2013 (the “Effective Date”), is by and between Advanced Plasma Therapies, Inc., a Delaware corporation, with its principal place of business at 1 Monroe Avenue, Lawrenceville, New Jersey 08648 (the “Company”) and Michael Preston, having a principal residence at 8 Abbey Road Orangeburg NY 10962 (the “Executive”).
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2023 • Origin, Inc. • Electromedical & electrotherapeutic apparatus • New Jersey
THIS AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT (the “Amendment”), dated effective as of November 1, 2015 (the “Effective Date”), is by and between Origin, Inc., a Delaware corporation, with its principal place of business at 2 Research Way, Princeton, NJ 08540 (f/k/a Advanced Plasma Therapies, Inc., the “Company”) and Michael Preston, having a principal residence at 8 Abbey Road Orangeburg NY 10962 (the “Executive”).
AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2023 • Origin, Inc. • Electromedical & electrotherapeutic apparatus • New Jersey
THIS AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT (the “Amendment”), dated effective as of December 22, 2022 (the “Effective Date”), is by and between Origin, Inc., a Delaware corporation, with its principal place of business at 2 Research Way, Princeton, NJ 08540 (f/k/a Advanced Plasma Therapies, Inc., the “Company”) and Michael Preston, having a principal residence at 8 Abbey Road Orangeburg NY 10962 (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2023 • Origin, Inc. • Electromedical & electrotherapeutic apparatus
This EMPLOYMENT AGREEMENT (“Agreement”), dated as of November 15, 2022 and effective as of the Employment Effective Date (as defined below), is between Origin Inc., a Delaware corporation (the “Company”), and Dr. Terry Treadwell (“Executive”), an individual residing at 7736 Wynlakes Blvd., Montgomery, AL 36117.
EXCLUSIVE OPTION EXERCISING AGREEMENT This Agreement is made by and between Dr. Alexander Pekshev, a citizen of the Russian Federation, having his place of residence at [***] (hereinafter referred to as “Dr. Pekshev”) and Advanced Plasma Therapies,...Exclusive Option Exercising Agreement • April 11th, 2023 • Origin Life Sciences, Inc. • Electromedical & electrotherapeutic apparatus • New Jersey
EXCHANGE AGREEMENTExchange Agreement • February 2nd, 2024 • Origin Life Sciences, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Exchange Agreement (this “Agreement”), dated as of January 31, 2024, is made by and between Origin Life Sciences, Inc., a Delaware corporation (the “Company”), and LF Equity Income Fund, a sub-fund of LF Investment Fund, acting by its authorized corporate director, Link Fund Solutions Limited, as the holder of the Securities (as defined below) (the “Holder” and, together with the Company, the “Parties” and each individually a “Party”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 2nd, 2024 • Origin Life Sciences, Inc. • Electromedical & electrotherapeutic apparatus • New Jersey
This Amendment No. 1 (this “Amendment”), effective as of January 31, 2024, to the Employment Agreement, dated November 15, 2022 (the “Employment Agreement”), by and between Origin Life Sciences, Inc. f/k/a Origin, Inc. (the “Company”) and Dr. Terry Treadwell (“Executive”). Capitalized terms used herein without definition shall have the meanings assigned in the Employment Agreement.
