Standard Contracts
COMMON STOCK PURCHASE WARRANT NUTRIBAND INC.Common Stock Purchase Warrant • October 1st, 2021 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies • 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 initial exercise date first set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 30, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nutriband 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
Conformed Copy] SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 4th, 2019 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 29, 2019 (the “Effective Date”), by and between NUTRIBAND INC., a Nevada corporation, with headquarters located at 121 South Orange Ave., Suite 1500, Orlando, FL 32801 (the “Company”), and each buyer identified on the signature pages hereto (each, including it successors and assigns, a “Buyer” and collectively, the “Buyers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT NUTRIBAND INC.Pre-Funded Common Stock Purchase Warrant • August 30th, 2019 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS PRE-FUNDED 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nutriband, 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).
NUTRIBAND INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 26th, 2023 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
The undersigned, Nutriband Inc., a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Joseph Gunnar & Co., LLC is acting as representative (in such capacity, the “Representative”), an aggregate of [●] shares of common stock (the “Firm Shares”), par value $0.001 per share, of the Company (the “Common Stock”). The amount and form of the Firm Shares to be purchased by each Underwriter is set forth opposite its name on Schedule I hereto. For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase up to [●] additional shares of Common Stock representing 15% of the total amount of Firm Shares offered by the Company (the “Option Shares”).
COMMON STOCK PURCHASE WARRANT NUTRIBAND INC.Security Agreement • May 19th, 2020 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, PLATINUM POINT CAPITAL LLC, a Nevada limited liability company, or its registered assigns (the “Holder”), with an address at: 211 East 43rd Street., Suite 626, New York, NY 10017, 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 third anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NUTRIBAND INC., a Nevada corporation, with headquarters located at 121 South Orange Ave., Suite 1500, Orlando, Florida 32801 (the “Company”), up to 25,000 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
NUTRIBAND INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 17th, 2019 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
The undersigned, Nutriband Inc., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as defined below) as being subsidiaries or affiliates of Nutriband Inc., 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 Aegis Capital Corp. is acting as representative to the several Underwriters (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.
COMMON STOCK PURCHASE WARRANT NUTRIBAND INC.Security Agreement • April 16th, 2020 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, PLATINUM POINT CAPITAL LLC, a Nevada limited liability company, or its registered assigns (the “Holder”), with an address at: 211 East 43rd Street., Suite 626, New York, NY 10017, 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 third anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NUTRIBAND INC., a Nevada corporation, with headquarters located at 121 South Orange Ave., Suite 1500, Orlando, Florida 32801 (the “Company”), up to 25,000 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
WARRANT AGENT AGREEMENTWarrant Agent Agreement • September 17th, 2019 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of ______________, 2019 (the “Issuance Date”) between Nutriband Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”).
NUTRIBAND INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 3rd, 2019 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
The undersigned, Nutriband Inc., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as defined below) as being subsidiaries or affiliates of Nutriband Inc., 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 WallachBeth Capital LLC is acting as representative to the several Underwriters (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.
NUTRIBAND, INC. UNDERWRITING AGREEMENT [*] Units Consisting of [*] Shares of Common Stock And [*] Warrants to Purchase [*] Shares of Common StockUnderwriting Agreement • October 1st, 2021 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
NUTRIBAND, 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 WallachBeth Capital, LLC is acting as representative (the “Representative”), an aggregate of [__] Units (the “Firm Units”), each Firm Unit consisting of one share of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and one warrant to purchase one share of Common Stock (the “Warrants” and each a “Warrant”). The [__] shares of Common Stock referred to in this Section are hereinafter referred to as the “Firm Shares” and the Warrants referred to in this Section are hereinafter referred to as the “Firm Warrants,” and together with the Firm Units and the Firm Shares, the “Firm Securities.” The Firm Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or be
WARRANT AGENT AGREEMENTWarrant Agent Agreement • December 13th, 2019 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS WARRANT AGENT AGREEMENT (this “Agreement”) is dated December [ ], 2019, between Nutriband Inc., a Nevada corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, acting as warrant agent (the “Warrant Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 19th, 2020 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
EMPLOYMENT AGREEMENT, made the 23rd day of April, 2019, by and between Serguei Melnik, an individual with an address at 309 Celtic Ct., Oviedo, FL 32765 (“Executive”) and Nutriband Inc., a Nevada corporation with an address at 121 South Orange Ave., Suite 1500, Orlando, FL (the “Company”).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • October 1st, 2021 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Warrant Agent Agreement (“Warrant Agreement”) is made as of September 30, 2020, by and between Nutriband Inc. (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 10th, 2017 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) is made and entered into as of this __5_____ day of October, 2017 (the “Effective Date”) by and between Nutriband, Inc. a Nevada corporation (the “Company” and/or “Nutriband”) and Edgemark Innovation, an California Corporation. (EMI)
EXCLUSIVE MASTER DISTRIBUTION AGREEMENT BETWEEN NUTRIBAND, INC. AND BEST CHOICE (EMI), INC.Exclusive Master Distribution Agreement • April 19th, 2019 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Nevada
THIS EXCLUSIVE MASTER DISTRIBUTION AGREEMENT (this “Agreement”) is made as of the last date of signature (“Effective Date”), by and between Nutriband, INC., a Nevada Corporation, having its principal office located at Celtic Ct, 309 Oviedo, FL 32765, U.S.A, (hereinafter referred to as the “COMPANY’’), and Best Choice Inc., (EMI), having its principle office located at 3399 #39, Saimdang-ro, Seocho-gu, Seoul, Republic of Korea, (hereinafter referred to as the “DISTRIBUTOR”), collectively the “Parties”.
NUTRIBAND INC. (NTRB) ADVISORY BOARD AGREEMENTAdvisory Board Agreement • June 26th, 2019 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies
NOTE CONVERSION AGREEMENT Dated: May 14, 2024Note Conversion Agreement • May 21st, 2024 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies
The undersigned holder (the “Holder”) agrees to convert (the “Conversion) the outstanding $300,000 of principal and accrued interest outstanding on that amount as of May 14, 2024, of the Credit Line Promissory Note of Nutriband Inc., a Nevada corporation (the “Corporation”), held by Holder (the “Note”), into 76,230 shares of Common Stock, par value $0.001 per share, of the Corporation (the “Shares”), at a price of $4.00 per Share (“Conversion Price”).
NUTRIBAND INC AND 4P THERAPEUTICS ACQUISITION AGREEMENTAcquisition Agreement • April 10th, 2018 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
THIS ACQUISITION AGREEMENT (this “Agreement”) is entered into and made effective as of April 5, 2018 (the “Effective Date”), by and among Nutriband, Inc., a Nevada corporation (“Nutriband”), 4P Therapeutics LLC, a Delaware limited liability company (“4P Therapeutics”)
May 26, 2019 EMI-Korea (Best Choice), Inc. [address per agreement] Attention: Kim Nam HunExclusive Master Distribution Agreement • June 26th, 2019 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies
Reference is made to the Exclusive Master Distribution Agreement (the “Agreement”) dated April 13, 2018 between EMI-Korea (Best Choice), Inc. (“Best Choice”) and Nutriband Inc. (“Nutriband”).
PURCHASE AGREEMENTPurchase Agreement • September 4th, 2020 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
Pocono and PCP SUB, jointly and severally, hereby make the following representations and warranties to Nutriband and NBI Sub as at the date of this Agreement and as at the Closing (unless a warranty is expressed to be given at a different time in which case it is given at such a different time) that:
NUTRIBAND INC. (NTRB) EXECUTIVE EMPLOYMENTExecutive Employment Agreement • May 19th, 2020 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • June 2nd, 2016 • Nutriband Inc.
This Agreement to Purchase (the “Agreement”) is entered into this 15th day of January 2016 by and between Nutriband Inc., a Nevada Corporation (the “Purchaser”), Nutriband Limited, an Ireland Corporation (the “Company”) and Gareth Sheridan and/or his nominees (hereinafter referred to as “Seller”), the sole stockholder of the Company.
ACTIVE INTELLIGENCE, LLC SERVICES AGREEMENTServices Agreement • October 12th, 2021 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies • North Carolina
This Services Agreement (this “Agreement”) is made as of October 4th, 2021 (the “Effective Date”) by and between Active Intelligence, LLC, a North Carolina based liability company, (“Active Intelligence”) and Diomics Corporation, (“Customer”). Active Intelligence and Customer are each a “Party” and together constitute the “Parties” of this Agreement.
SECURITY AgreementSecurity Agreement • September 4th, 2020 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Security Agreement (this “Agreement”), dated August 31, 2020, is by and between NUTRIBAND, INC., a Nevada corporation (the “Debtor”), and POCONO COATED PRODUCTS, LLC, a Pennsylvania limited liability company (“Secured Party”). Debtor and Secured Party may be referred to herein collectively as the “Parties” or individually as a “Party.”
EMPLOYMENT AGREEMENTEmployment Agreement • May 19th, 2020 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
EMPLOYMENT AGREEMENT, made the 19th day of February, 2019, by and among Jeffrey T. Patrick Pharm.D., an individual with an address at 4047 Prince George Ln, New Albany, OH 43054 (“Executive”) and Nutriband Inc., a Nevada corporation with offices at 121 South Orange Ave., Suite 1500, Orlando, Florida 32801 (the “Company”).
NUTRIBAND INC. Common Stock Purchase Warrant (Expiring on , 2029)Common Stock Purchase Warrant • April 23rd, 2024 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This is to certify that, for value received and subject to the conditions herein set forth, _________________________ (the “Warrantholder”) is entitled to purchase, at a price per share of Six Dollars and Forty-Three Cents ($6.43)) per share, _______________ shares of common stock, par value $0.001 per share (the “Common Stock”), of Nutriband Inc., a Nevada corporation (the “Company”), subject to vesting and adjustment as provided below (such shares purchasable upon exercise of this Warrant by Warrantholder are herein called the “Warrant Stock”). . The amount per share specified above, as adjusted from time to time pursuant to the provisions hereinafter set forth, is herein called the “Purchase Price.” This Warrant will be immediately exercisable as to the number of shares of Warrant Stock vested as provided above and may be exercised any time after its issuance.
NOTE CONVERSION AGREEMENTNote Conversion Agreement • December 29th, 2023 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies
The undersigned holder (the “Holder”) agrees to convert (the ”Conversion) $2,000,000 of the outstanding principal and accrued interest outstanding as of December 19, 2023, of the Creditline Promissory Note of Nutriband Inc., a Nevada corporation (the “Corporation”), held by Holder, as amended and restated as of July 13, 2023 (the “Note”), into 1,026,720 shares of Common Stock, par value $0.001 per share, of the Corporation (the “Shares”), at a price of $2.00 per Share (“Conversion Price”).
Nutriband Inc. SUBSCRIPTION AGREEMENTSubscription Agreement • April 23rd, 2024 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies
The offer and sale of shares of common stock, par value $0.001 per share, of Nutriband Inc., a Nevada corporation (the "Company"), and warrants to purchase common stock with an exercise price of $6.43 and expiring five years from the date of issuance in the form attached as Exhibit 1 hereto (“Warrants”), in units (“Units”), each Unit consisting of one share of Common Stock (the (“Shares”) and Warrants to purchase two Shares of common stock, to each Investor has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any jurisdiction, including any jurisdiction outside the United States, but rather is being made privately by the Company pursuant to the exemption from registration provided in Regulation S ("Regulation S") promulgated under the Securities Act by the United States Securities and Exchange Commission (the "SEC"). The Shares, the Warrants and the Units are sometimes herein referred to as the Securities.
AMENDMENT NO. 1 TO PURCHASE AGREEMENT AND PROMISSORY NOTEPurchase Agreement and Promissory Note • September 1st, 2021 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS Amendment No. 1 to Purchase Agreement is entered into as of August 31, 2021, by and among by and among NUTRIBAND INC., a Nevada corporation (“Nutriband”), POCONO PHARMACEUTICALS, INC., a Delaware corporation (“NBI Sub”), and POCONO COATED PRODUCTS, LLC, a Pennsylvania limited liability company (“Pocono”) and ACTIVE INTELLIGENCE, LLC, a North Carolina limited liability company (“AI”), surviving as successor entity to POCONO PCP SUB, INC., a Delaware corporation (“PCP Sub”); and it amends the Purchase Agreement (the “Purchase Agreement”) by and between such parties dated as of August 31, 2020, and further amends the Promissory Note dated August 31, 2020, issued by Nutriband to Pocono, in the principal amount of $1,500,000 and due August 31, 2021 (the “Note”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Purchase Agreement. References to Sections and Schedules in this Amendment are references to Sections and Schedu
NUTRIBAND INC AND CARMEL BIOSCIENCES ACQUISITION AGREEMENTAcquisition Agreement • September 26th, 2018 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
THIS ACQUISITION AGREEMENT (“Agreement”) is entered into and made effective as of September 21, 2018 (the “Effective Date”), by and among Nutriband, Inc., a Nevada corporation with an address at 121 S. Orange Ave, Orlando, FL, 32801 (“NUTRIBAND”) and Carmel Biosciences Inc., a Georgia company with an address at 5673 Peachtree Dunwoody Road, Suite 440 Atlanta, GA 30342. (CARMEL)
FORM OF REPRESENTATIVE WARRANT AGREEMENT NUTRIBAND INC.Representative Warrant Agreement • June 26th, 2023 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT THIS WARRANT SHALL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY (180 DAYS) IMMEDIATELY FOLLOWING THE EFFECTIVE DATE, AS HEREAFTER DEFINED. THIS WARRANT IS NOT EXERCISABLE AFTER [●], 2028.
Quality AgreementQuality Agreement • July 27th, 2016 • Nutriband Inc. • Pharmaceutical preparations
This Quality Agreement is reviewed to ensure its continuing relevance to the systems and processes that it describes. A record of contextual additions or omissions is given below:
NUTRIBAND INC. 2021 EMPLOYEE STOCK OPTION PLAN OPTION AWARD AGREEMENTEmployee Stock Option Agreement • November 5th, 2021 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
Vesting/Exercise Schedule: So long as your Continuous Service Status does not terminate, the Shares underlying this Option shall vest and become exercisable in accordance with the following schedule: Fully vested on [VCD Written].
MUTUAL RESCISSION AND RELEASE AGREEMENT NUTRIBAND INC. AND EMIMutual Rescission and Release Agreement • November 9th, 2017 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This MUTUAL RECISION AND RELEASE AGREEMENT (‘Rescission’) is made and entered into this Nov. 10, 2017 (the ‘Effective Date’) by and between Nutriband Inc. a Nevada Corporation with an address at 309 Celtic Ct., Oviedo, FL and Edgemark Innovation with an address at 1100 S. San Pedro Street, Los Angeles, CA 90015 (collectively, the ‘Parties’).
AMENDMENT TO NOTE CONVERSION AGREEMENT Dated: May 22, 2024Note Conversion Agreement • June 3rd, 2024 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies
In this amendment (the “Amendment”), undersigned holder (the “Holder”) and Nutriband Inc. (the “Corporation”), which are collectively referred to herein as the “Parties”, agree to amend the Note Conversion Agreement dated May 14, 2024 (the “Agreement”) between the Parties to provide for the modification of the securities to be issued in the conversion (the ”Conversion) of $300,000 of principal and accrued interest outstanding on that amount as of May 14, 2024, of the Credit Line Promissory Note of the Corporation held by Holder (the “Note”), into (1) 76,230 shares of common stock (“Common Stock”), par value $0.001 per share, of the Corporation (the “Shares”), at a price of $4.00 per Share (“Conversion Price”), which Shares have been issued, and (2) common stock purchase warrants, in the form attached as Exhibit A hereto, (the “Warrants”), exercisable at $6.43 per share and issued in conjunction with the issuance of the Shares at the rate of two Warrants, each to purchase one share of C
