ContractConvertible Promissory Note • July 30th, 2024 • BirchBioMed Inc. • Pharmaceutical preparations • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
CONSULTING AGREEMENTConsulting Agreement • July 30th, 2024 • BirchBioMed Inc. • Pharmaceutical preparations • Ontario
This Consulting Agreement (the “Agreement”) is made as of January 1, 2015 (the “Effective Date”) between BirchBioMed, Inc., a corporation created and existing under the laws of the Province of British Columbia with an address at 2900-550 Burrard Street, Vancouver, British Columbia, V6C 0A3 (“Company”), and The Carlisle Group, Inc., a corporation created and existing under the laws of New York with an address at 230 Park Avenue, Suite 1000, New York, N.Y. 10169 (“Consultant”) (Company and Consultant are each a “Party” and collectively the “Parties”).
INCORPORATION AGREEMENTIncorporation Agreement • July 30th, 2024 • BirchBioMed Inc. • Pharmaceutical preparations
ContractEngagement Letter • July 30th, 2024 • BirchBioMed Inc. • Pharmaceutical preparations • Ontario
Certain information in this Exhibit marked [*] has been excluded from the exhibit because it is both (i) not material and (ii) is the type that the company treats as private or confidential.
BI-PARTY ESCROW AGREEMENTEscrow Agreement • July 30th, 2024 • BirchBioMed Inc. • Pharmaceutical preparations • Missouri
This ESCROW AGREEMENT (“Agreement”) is made and entered into as of June 11, 2024, by and among BirchBioMed Inc., a Canadian Corporation, (the “Company”), and ENTERPRISE BANK & TRUST, a Missouri chartered trust company with banking powers (in its capacity as escrow holder, the “Escrow Agent”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • July 30th, 2024 • BirchBioMed Inc. • Pharmaceutical preparations • New York
THIS CONSULTING SERVICES AGREEMENT (“Agreement”) is made and entered into as of this 1st day of November, 2019, by and between BirchBioMed, Inc., having an address at 130 Kingscross Drive, Toronto, Ontario L7B 1E6, (the “Client”), and VERBECK ASSOCIATES, LLC, a New York limited liability company having an address at 4509 East Lake Road, Cazenovia, New York 13035 (“Verbeck Associates”).
SECOND AMENDED AND RESTATED LICENSE AGREEMENT Between: THE UNIVERSITY OF BRITISH COLUMBIA and BIRCHBIOMED INC. SchedulesLicense Agreement • July 30th, 2024 • BirchBioMed Inc. • Pharmaceutical preparations • British Columbia
THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia with offices at #103-6190 Agronomy Road, Vancouver, British Columbia, V6T 1Z3
ContractWarrant Agreement • July 30th, 2024 • BirchBioMed Inc. • Pharmaceutical preparations
[THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’), OR QUALIFIED UNDER APPLICABLE STATE OR PROVINCIAL SECURITIES LAWS AND MAY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS IN ACCORDANCE WITH APPLICABLE LAW AND, IN THE UNITED STATES, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR SUCH SECURITIES UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE LAW OR WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”).][FOR US RESIDENTS ONLY]
