FORM OF COMMON STOCK PURCHASE WARRANT MED-X, INC.Common Stock Purchase Warrant • February 9th, 2024 • Med-X, Inc. • Pharmaceutical preparations • New York
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 5:00 p.m. (New York City time) on [_____], 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Med-X, 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and The Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elec
Broker-Dealer AgreementBroker-Dealer Agreement • September 19th, 2022 • Med-X, Inc. • Pharmaceutical preparations
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between MED-X, INC. (“Client”), a Nevada Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of February 23, 2021 (the “Effective Date”):
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • February 9th, 2024 • Med-X, Inc. • Pharmaceutical preparations
WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of [____], 2023 (the “Issuance Date”) between Med-X, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENT August 5, 2021Registration Rights Agreement • September 19th, 2022 • Med-X, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of the date first above written, by and among MED-X, INC., a Nevada corporation and having a principal place of business at 8236 Remmet Avenue, Canoga Park, California 91304 (the “Company”), GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 and an address at 12C, rue Guillaume J. Kroll, L-1882, Luxembourg (“Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with Purchaser, the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.
●] UNITS EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK MED-X, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 2024 • Med-X, Inc. • Pharmaceutical preparations • New York
The undersigned, MED-X, INC., a company incorporated under the laws of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which MAXIM GROUP LLC (“Maxim”) is acting as representative to the several Underwriters (in such capacity, the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
POSTING AGREEMENTPosting Agreement • December 21st, 2015 • Med-X, Inc. • Pharmaceutical preparations • Delaware
THIS POSTING AGREEMENT (the "Agreement") is made as of this 12th day of November, 2015, between StartEngine Crowdfunding, Inc. ("StartEngine"), a Delaware corporation,and Med-X, Inc., a Nevada corporation (the "Company"), to act as the Company's online intermediary technology platform (the "Platform") in connection with the Company's proposed private placement offering (the "Offering") of common or preferred stock (the "Securities").
MED-X, INC. UNDERWRITING AGREEMENT [●] Shares of Common StockUnderwriting Agreement • September 19th, 2022 • Med-X, Inc. • Pharmaceutical preparations • New York
Med-X, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), is acting as the representative (the “Representative”), an aggregate of [●] shares (the “Firm Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The Company also proposes to issue and sell to the Underwriters, upon the terms and conditions set forth herein, up to an additional [●] shares of Common Stock (the “Option Shares”), representing 15% of the Firm Shares, as may be necessary to cover over-allotments made in connection with the offering. The Option Shares and the Firm Shares are referred to collectively herein as the “Securities.”
SHARE PURCHASE AGREEMENT dated as of August 5, 2021 by and among MED-X, INC. GEM GLOBAL YIELD LLC SCS and GEM YIELD BAHAMAS LIMITEDShare Purchase Agreement • September 19th, 2022 • Med-X, Inc. • Pharmaceutical preparations • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the date first above written and is effective as of August 5, 2021 (the “Effective Date”) by and among MED-X, INC., a Nevada corporation and having a principal place of business at 8236 Remmet Avenue, Canoga Park, California 91304 (the “Company”); GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882, Luxembourg (the “Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with the Company and Purchaser, the “Parties”).
LICENSE AGREEMENTLicense Agreement • September 23rd, 2022 • Med-X, Inc. • Pharmaceutical preparations • California
This License Agreement (the “Agreement”) is made as of the 15th day of January, 2010 by and between Matthew Mills, an individual (“Licensor”), and Pacific Shore Holdings, Inc., a California corporation (“Licensee”).
POSTING AGREEMENTPosting Agreement • May 23rd, 2019 • Med-X, Inc. • Pharmaceutical preparations • New York
THIS POSTING AGREEMENT (the “Agreement”) is made as of May 17, 2019, between StartEngine Crowdfunding, Inc. (“StartEngine”), a Delaware corporation, and Med-X, Inc. a Nevada corporation (the “Company”), to act as the Company’s online intermediary technology platform (the “Platform”) in connection with the Company’s proposed offering promulgated under Regulation A (“Reg A+”) under the Securities Act of 1933, as amended (the “Securities Act”), (the “Offering”) of common or preferred stock (the “Securities”).
PURCHASER’S RIGHTS AGREEMENTPurchaser's Rights Agreement • October 3rd, 2023 • Med-X, Inc. • Pharmaceutical preparations • California
THIS PURCHASER’S RIGHTS AGREEMENT (this “Agreement”), is made as of the 15th day of September, 2023, by and among NAPCO Painting Contractors, Inc., a California corporation (the “Company”) Med-X, INC., a Nevada corporation (the “Purchaser”), and Joseph Winograd (the “Seller”).
DEVELOPMENT, MARKETING AND CONSULTING AGREEMENTDevelopment, Marketing and Consulting Agreement • September 20th, 2016 • Med-X, Inc. • Pharmaceutical preparations • California
This Development, Marketing and Consulting Agreement (“Agreement”) is entered into on April 25, 2016, (“Effective Date”) by and between MEDX, Inc. (“MEDX”), a Nevada corporation, and M6, Ltd., a Private Limited Company based in London, United Kingdom (“M6”).
Licensing AgreementLicensing Agreement • September 19th, 2022 • Med-X, Inc. • Pharmaceutical preparations • California
This Agreement (“Agreement”) is entered into as of June 22, 2012 (“Effective Date”) by and between Dr. Morton I Hyson, M.D., P.C. d.b.a. Hyson Medical Products (“Dr. Hyson”, ''HMP”) and Pacific Shore Holdings, Inc. (“PSH”). Dr. Hyson and PSH are hereinafter collectively referred to as the Parties or, individually, as a Party.
DISTRIBUTION AGREEMENTDistribution Agreement • October 3rd, 2023 • Med-X, Inc. • Pharmaceutical preparations • California
ENSYSTEX AUSTRALASIA PTY LTD whose principal place of business is at Warehouse D, Building 6, The Switchyard, 161 Manchester Road, Auburn NSW 2144, AUSTRALIA; hereinafter referred to as ‘ENSYSTEX’. WHEREAS
AMENDMENT TO PROMISSORY NOTEPromissory Note • October 3rd, 2023 • Med-X, Inc. • Pharmaceutical preparations
THIS AMENDMENT TO PROMISSORY NOTE (this “Agreement”), dated as of September 28, 2023, by and between MED-X, INC. (the “Borrower”) and MATTHEW MILLS and JENNIFER MILLS (the “Lender” and/or their successors and assigns (collectively, with the Lender, the “Holder”).
NMS Capital Advisors Engagement LetterEngagement Agreement • May 23rd, 2019 • Med-X, Inc. • Pharmaceutical preparations
NMS Capital Advisors, LLC (“NMS”) is pleased to provide this Engagement Agreement (this “Agreement”) to Med-X, Inc. (the “Company”). The purpose of this Agreement is to set forth the terms and conditions under which NMS will act as the Company’s exclusive financial advisor with respect to the Company’s proposed sale of up to 25,0000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), in a Regulation A+, Tier 2 offering (the “Reg A Transaction”).
Licensing AgreementLicensing Agreement • December 18th, 2024 • Med-X, Inc. • Pharmaceutical preparations • California
This Agreement (“Agreement”) is entered into as of June 22, 2012 (“Effective Date”) by and between Dr. Morton I Hyson, M.D., P.C. d.b.a. Hyson Medical Products (“Dr. Hyson”, ‘‘HMP”) and Pacific Shore Holdings, Inc. (“PSH”). Dr. Hyson and PSH are hereinafter collectively referred to as the Parties or, individually, as a Party.
AMENDMENT TO PROMISSORY NOTEPromissory Note Amendment • October 2nd, 2023 • Med-X, Inc. • Pharmaceutical preparations
THIS AMENDMENT TO PROMISSORY NOTE (this “Agreement”), dated as of September 28, 2023, by and between MED-X, INC. (the “Borrower”) and MATTHEW MILLS and JENNIFER MILLS (the “Lender” and/or their successors and assigns (collectively, with the Lender, the “Holder”).
●] SHARES OF COMMON STOCK MED-X, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 27th, 2023 • Med-X, Inc. • Pharmaceutical preparations • New York
The undersigned, MED-X, INC., a company incorporated under the laws of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which MAXIM GROUP LLC (“Maxim”) is acting as representative to the several Underwriters (in such capacity, the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
AMENDMENT NO. 1 TO AGREEMENT FOR THE PURCHASE AND SALE OF CAPITAL STOCKAgreement for the Purchase and Sale of Capital Stock • February 9th, 2024 • Med-X, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO THE AGREEMENT FOR THE PURCHASE AND SALE OF CAPITAL STOCK (“Agreement”) by and between MED-X, INC. (“Purchaser”) and JOSEPH WINOGRADE (“Seller”) shall be deemed effective as of December 13, 2023.
AGREEMENT FOR THE PURCHASE AND SALE OF CAPITAL STOCKPurchase and Sale of Capital Stock • October 3rd, 2023 • Med-X, Inc. • Pharmaceutical preparations
This Agreement ("Agreement") is made as of September 14, 2023 between Joseph Winograde (the "Seller") and Med-X, Inc. a Nevada corporation (the "Purchaser”).
LINE OF CREDIT AGREEMENTLine of Credit Agreement • August 11th, 2022 • Med-X, Inc. • Pharmaceutical preparations • California
THIS LINE OF CREDIT AGREEMENT (“Agreement”) is made and entered into effective as of the 6th day of August (the “Execution Date”) by and among MATTHEW MILLS and JENNIFER MILLS (collectively, the “Lender”) and MED-X, INC., a Nevada corporation (the “Borrower”).
AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • February 9th, 2024 • Med-X, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE (“Agreement”), shall be deemed effective as of December 13, 2023, by and between MED-X, INC. (the “Company”) and JOSEPH WINOGRADE (the “Holder”).
Dear Mr. Matthew Mills, The purpose of this engagement letter is to outline our agreement in principle pursuant to which R. F. Laffe1ty & Co., Inc. (“Lafferty”) will act as the lead managing tlllderwriter and sole book running manager in connection...Engagement Letter • April 28th, 2023 • Med-X, Inc. • Pharmaceutical preparations
This engagement letter states certain conditions and assumptions upon which the Offering is premised. However, except as expressly provided for herein, this engagement letter is not intended to be a binding legal document, with the exception of those specific sections of this engagement letter that are agreed to be binding. All references in this engagement letter to dollars or $ shall mean United States dollars.
AGREEMENT FOR THE PURCHASE AND SALE OF CAPITAL STOCKPurchase and Sale of Capital Stock Agreement • September 21st, 2023 • Med-X, Inc. • Pharmaceutical preparations
This Agreement ("Agreement") is made as of September 14, 2023 between Joseph Winograde (the "Seller") and Med-X, Inc. a Nevada corporation (the "Purchaser”).
TRI-PARTY ESCROW AGREEMENTTri-Party Escrow Agreement • December 18th, 2024 • Med-X, Inc. • Pharmaceutical preparations • Missouri
This ESCROW AGREEMENT (“Agreement”) is made and entered into as of March 20, 2024, by and among Med X, Inc., a Nevada Corporation (the “Company”), DealMaker Securities LLC, a Delaware limited liability company (the “Managing Broker-Dealer”) and ENTERPRISE BANK & TRUST, a Missouri chartered trust company with banking powers (in its capacity as escrow holder, the “Escrow Agent”).
DISTRIBUTION AGREEMENT MED-X, INC and ENSYSTEX AUSTRALASIA PTY LTDDistribution Agreement • September 27th, 2023 • Med-X, Inc. • Pharmaceutical preparations • California
ENSYSTEX AUSTRALASIA PTY LTD whose principal place of business is at Warehouse D, Building 6, The Switchyard, 161 Manchester Road, Auburn NSW 2144, AUSTRALIA; hereinafter referred to as ‘ENSYSTEX’.
Amendment No. 1 to Engagement AgreementEngagement Agreement • July 15th, 2019 • Med-X, Inc. • Pharmaceutical preparations • California
Reference is made to the Engagement Agreement, dated April 29, 2019, (the “Engagement Agreement”), by and between NMS Capital Advisors, LLC (“NMS”) and Med-X, Inc. (the “Company”). All capitalized terms used in this Amendment No. 1 to the Engagement Agreement (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the Engagement Agreement. NMS and the Company agree as follows:
AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note Amendment • February 9th, 2024 • Med-X, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE (“Agreement”), shall be deemed effective as of December 13, 2023, by and between MED-X, INC. (the “Company”) and JOSEPH WINOGRADE (the “Holder”).
ESCROW SERVICES AGREEMENTEscrow Services Agreement • December 21st, 2015 • Med-X, Inc. • Pharmaceutical preparations • New York
This Escrow Services Agreement (this "Agreement") is made and entered into as of <date> by and between FundAmerica Securities, LLC ("FundAmerica Securities", or "Escrow Agent"), and Med-X, Inc. ("Issuer").
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG MED-X, INC., MED-X ACQUISITION CORP and PACIFIC SHORE HOLDINGS, INC. and MATTHEW MILLS Dated as of December 15, 2017 AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • December 21st, 2017 • Med-X, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on December 15, 2017, by and among Med-X, Inc., a Nevada corporation (“Parent”), Med-X Acquisition Corp, a Delaware corporation in formation (“Acquisition Corp”), which is a wholly-owned subsidiary of Parent, Pacific Shore Holdings, Inc., a Delaware corporation (the “Company”), and Matthew Mills, an individual (“Mills”).
AMENDMENT NO. 1 TO AGREEMENT FOR THE PURCHASE AND SALE OF CAPITAL STOCKAgreement for the Purchase and Sale of Capital Stock • February 9th, 2024 • Med-X, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO THE AGREEMENT FOR THE PURCHASE AND SALE OF CAPITAL STOCK (“Agreement”) by and between MED-X, INC. (“Purchaser”) and JOSEPH WINOGRADE (“Seller”) shall be deemed effective as of December 13, 2023.
BROKER-DEALER SERVICE AGREEMENT Broker-Dealer Services AgreementBroker-Dealer Services Agreement • December 21st, 2015 • Med-X, Inc. • Pharmaceutical preparations • New York
This Agreement ("Agreement") is made and entered into as of <date> by and between FundAmerica Securities, LLC, a Delaware limited liability company ("FundAmerica", "us, "our", or "we"), and Med-X, Inc. ("Issuer", "you" or "your").
AMENDED AND RESTATED ENGAGEMENT LETTEREngagement Letter • September 20th, 2016 • Med-X, Inc. • Pharmaceutical preparations • Nevada
This amended and restated engagement letter (the “Agreement”) confirms the terms upon which Med-X, Inc. (the “Client”) engages Monarch Bay Securities, LLC (“MBS”, the “Placement Agent”). MBS is engaged to act as the exclusive Placement Agent to the Client in connection with a Regulation A+ Offering (as defined below) of securities on behalf of Client (the “Potential Transaction”). MBS is the “Financial Adviser,” which Client hereby engages upon signing this letter. This Agreement amends, restates and supersedes in its entirety that certain Engagement Letter dated July 27, 2016 between the Client and MBS (the “Original Letter”).
