UNDERWRITING AGREEMENTUnderwriting Agreement • August 20th, 2024 • Impact Biomedical Inc. • Pharmaceutical preparations • New York
Impact BioMedical Inc., a corporation incorporated under the law of the State of Nevada (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Revere Securities, LLC and Dawson James Securities, Inc. (each an “Underwriter” and together, the “Underwriters”) an aggregate of 1,500,000 shares (the “Closing Shares”) of its common stock, par value $0.001 per share (the “Common Stock”). No Closing Shares will be certificated. At the option of the Underwriters, the Company agrees, subject to the terms and conditions herein, to issue and sell additional Option Shares (as defined in Section 3(b) hereof). The Closing Shares and the Option Shares are herein referred to collectively as the “Securities”. The number of Closing Shares and Option Shares to be purchased by each Underwriter is set forth opposite its name in Schedule I hereto. Each of the Underwriters has agreed to act as underwriters in connection with the offering and sale
UNDERWRITING AGREEMENTUnderwriting Agreement • June 11th, 2024 • Impact Biomedical Inc. • Pharmaceutical preparations • New York
REVOLVING PROMISSORY NOTE (DSS, INC promissory note insrument WITH, or Between, affiliates)Revolving Promissory Note • October 17th, 2023 • Impact Biomedical Inc. • Pharmaceutical preparations • Texas
FUNDING AGREEMENT. This Revolving Promissory Note (the “Revolving Note” or “Note”) evidences one or more advances made by Lender to Borrower pursuant to a written advance request (the “Advance Request) made by Borrower during the term of this Note. Subject to the Lender’s sole and absolute discretion, the Lender may authorize and fund, part or all, such Lender requests under the terms of this Note and the Advance Request(s).
ContractPurchase Warrant Agreement • August 20th, 2024 • Impact Biomedical Inc. • Pharmaceutical preparations • New York
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 [●], 2024 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) REVERE SECURITIES, LLC OR AN UNDERWRITER 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) A BONA FIDE OFFICER OR PARTNER OF REVERE SECURITIES, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
STOCKHOLDERS’ AGREEMENTStockholders Agreement • October 17th, 2023 • Impact Biomedical Inc. • Pharmaceutical preparations • Nevada
This STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into effective as of December 11, 2020, among IMPACT BIOLIFE SCIENCE, INC., a Nevada corporation, (the “Company”) and all of the Company’s stockholders, as listed on the signature page hereto (individually, a “Stockholder” and collectively, the “Stockholders”).
SHARE EXCHANGE AGREEMENT among SINGAPORE EDEVELOPMENT LTD., GLOBAL BIOMEDICAL PTE LTD., DOCUMENT SECURITY SYSTEMS, INC. and DSS BIOHEALTH SECURITY INC. dated as of April 21, 2020Share Exchange Agreement • October 17th, 2023 • Impact Biomedical Inc. • Pharmaceutical preparations • New York
This Share Exchange Agreement (this “Agreement”), dated as of April 21, 2020, is entered into among Singapore eDevelopment Ltd., a Singapore corporation, company no. 200916763W having its office at 7 Temasek Boulevard #29-01B, Suntec Tower One, Singapore 038987 (“SED”), Global BioMedical Pte Ltd., a Singapore corporation, company no. 201707501G having its office at 7 Temasek Boulevard #29-01B, Suntec Tower One, Singapore 038987 (the “Seller”), Document Security Systems, Inc., a New York corporation, having its office at 200 Canal View Blvd, Suite 300, Rochester, NY 14623 (“DSS”) and DSS BioHealth Security Inc., a Nevada corporation, having its office at 200 Canal View Blvd, Suite 300, Rochester, NY 14623 (the “Buyer”). Each of SED, Seller, DSS and Buyer is referred to herein as a “Party” and they are referred to collectively as the “Parties.”
LICENSE AGREEMENTLicense Agreement • October 17th, 2023 • Impact Biomedical Inc. • Pharmaceutical preparations
This LICENSE AGREEMENT (the “Agreement”), made and effective as of July 18, 2022 (the “Effective Date”), is by and between ProPhase BioPharma, Inc. (“ProPhase”), a corporation organized and existing under the laws of the State of Delaware, having its principal office at 711 Stewart Ave, Suite 200, Garden City, NY, 11530 and Global BioLife, Inc. (“Global BioLife” or “Licensor”), a corporation organized and existing under the laws of the State of Nevada, having its principal office at 1400 Broadfield Blvd., Suite 100, Houston, Texas 77084. Each of ProPhase and Licensor are referred to herein as a “Party” and collectively as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 17th, 2023 • Impact Biomedical Inc. • Pharmaceutical preparations • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 15, 2021, is entered into between Vivacitas Oncology Inc., with a business address at 1990 N. California Boulevard 8th Floor Walnut Creek, CA 94596 (the “Seller”), and SeD BioMedical International, Inc., a wholly owned subsidiary of Impact BioMedical Inc. and an indirect wholly owned subsidiary of Document Security Systems, Inc., a business address at 200 Canal View Blvd, Suite 104 Rochester, NY14623 (the “Buyer”).
LICENSING PROCEEDS DISTRIBUTION AGREEMENTLicensing Proceeds Distribution Agreement • October 17th, 2023 • Impact Biomedical Inc. • Pharmaceutical preparations
This Agreement (the “Agreement”), entered into this 15th day of February, 2022 (‘‘the “Effective Date”), by and between GRDG Sciences, LLC, a Florida company with a business address at 234 W. Central Ave., Winter Haven, Florida 33880 (hereinafter “GRDG”), and collectively, Global BioLife, Inc. (hereinafter “Global”), Impact BioLife Sciences, Inc. to include Impact Biomedical Inc. (hereinafter “Impact”), each a Nevada corporation with a business address at 701 S Carson Street, Suite 200, Carson City, Nevada 89701, collectively referred to as the “Parties” or individually as a ‘‘Party’’.
AmENDMENT NO. 2 TOStockholders’ Agreement • October 17th, 2023 • Impact Biomedical Inc. • Pharmaceutical preparations • Nevada
THIS AMENDMENT NO. 2 (this “Amendment”), dated as of this ____ day of August, 2020, amending that certain Stockholders’ Agreement, dated April 26, 2017 (the “Stockholders’ Agreement”), as amended on May 22, 2018, is entered into by and among Global BioLife, Inc. a Nevada corporation (the “Company”), and Global BioMedical, Inc., Holista Colltech Limited, and GRDG Sciences, LLC (each a “Stockholder” and collectively, the “Stockholders”).
ROYALTY AGREEMENTRoyalty Agreement • October 17th, 2023 • Impact Biomedical Inc. • Pharmaceutical preparations • Delaware
THIS ROYALTY AGREEMENT (the “Agreement”), made and entered into as of August 15, 2018 (the “Execution Date”), is by and between Global BioLife Inc., a Nevada corporation (“GBLI”) whose address is 4800 Montgomery Lane, Ste 210, Bethesda, MD, 20814 and Chemia Corporation, a Missouri corporation (“CHEMIA”) whose address is 11558 Rock Island Ct, Maryland Heights, MO 63043.
SHARE EXCHANGE AGREEMENT by and among IMPACT BIOMEDICAL INC. and dss biohealth security, inc. Dated as of October 31, 2023 SHARE EXCHANGE AGREEMENT Dated as of October 31, 2023Share Exchange Agreement • November 21st, 2023 • Impact Biomedical Inc. • Pharmaceutical preparations • New York
This Share Exchange Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Closing Date”) by and between Impact BioMedical Inc. (the “Company”) and DSS BioHealth Security, Inc., a Nevada corporation (“DBH”). The Company and DBH may be referred to herein individually as a “Party” and collectively as the “Parties.”
ADDENDUM TO ROYALTY AGREEMENTRoyalty Agreement • October 17th, 2023 • Impact Biomedical Inc. • Pharmaceutical preparations • Delaware
THIS ADDENDUM TO ROYALTY AGREEMENT (the “Addendum”), made and entered into as of November 27 2018 (the “Addendum Effective Date”), is by and between Global BioLife Inc., a Nevada corporation (“GBLI”) whose address is 4800 Montgomery Lane, Ste 210, Bethesda, MD, 20814 and Chemia Corporation, a Missouri corporation (“CHEMIA’’) whose address is I 1558 Rock Island Ct, Maryland Heights, MO 63043, either of which may be referred to herein individually as a “Party” and collectively as, the “Parties”.
AMENDMENT NO. 1 TO GLOBAL BIOLIFE, INC. STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • October 17th, 2023 • Impact Biomedical Inc. • Pharmaceutical preparations • Nevada
THIS AMENDMENT NO. 1 (this “Amendment”), dated as of this 22nd day of May, 2018, amending that certain stockholders’ Agreement, dated April 26, 2017 (the “Stockholders’ Agreement), is entered into by and among Global BioLife, Inc. a Nevada corporation (the “Company”) and Global BioMedical, Inc. Holista Colltech Limited, and GRDG Sciences, LLC (each a “Stockholder” and collectively, the “Stockholders”).
LICENSE AGREEMENTLicense Agreement • October 17th, 2023 • Impact Biomedical Inc. • Pharmaceutical preparations
This LICENSE AGREEMENT (the “Agreement”), made and effective as of March 17, 2022 (the “Effective Date”), is by and between ProPhase Labs, Inc. (“ProPhase”), a corporation organized and existing under the laws of the State of Delaware having its principal office at 711 Stewart Ave, Suite 200, Garden City, NY, 11530 and Global BioLife, Inc. (“Licensor”), a corporation organized and existing under the laws of the State of Nevada having its principal office at 1400 Broadfield Blvd., Suite 100, Houston, Texas 77084. Each of ProPhase and Licensor are referred to herein as a “Party” and collectively as the “Parties”.
BioMed Technology Asia Pacific Holdings Limited (as Issuer) And Impact Biomedical, Inc (as Subscriber) SUBSCRIPTION AGREEMENTSubscription Agreement • October 17th, 2023 • Impact Biomedical Inc. • Pharmaceutical preparations • Hong Kong
ContractPurchase Warrant Agreement • November 21st, 2023 • Impact Biomedical Inc. • Pharmaceutical preparations • New York
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) AEGIS CAPITAL CORP. OR AN UNDERWRITER 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) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
AMENDMENT NO. 2 TO GLOBAL BIOLIFE, INC. STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • August 2nd, 2022 • Impact Biomedical Inc. • Pharmaceutical preparations • Nevada
THIS AMENDMENT NO. 2 (“this Amendment”) dated as of this _____ day of August 2020, amending that certain Stockholders Agreement, dated April 26, 2018 (the “Stockholders’ Agreement”) as amended on May 22, 2018 is entered into by and among Global BioLife, Inc. a Nevada corporation (the “Company”) and Global BioMedical, Inc., Holista Colltech Limited, and GRDG Sciences, LLC (each a “Stockholder” and collective, the “Stockholders”).
LICENSING PROCEEDS DISTRIBUTION AGREEMENTLicensing Proceeds Distribution Agreement • October 17th, 2023 • Impact Biomedical Inc. • Pharmaceutical preparations
This First Amended and Restated Licensing Proceeds Distribution Agreement (hereinafter Amended Agreement’), dated May 16, 2022, (“Restated Effective Date”), is made by and between GRDG Sciences, LLC (“GRDG”), a Florida company with a business address at 234 W. Central Ave., Winter Haven, Florida 33880, and collectively, Global BioLife Inc. (“Global”), Impact BioLife Sciences, Inc., to include Impact Biomedical Inc. (collectively, “Impact’’), each a Nevada corporation with a business address at 701 S. Carson Street, Suite 200, Carson City, Nevada 89701. GRDG, Global and Impact are sometimes referred to herein as the ‘‘Parties” and individually referred to as “PARTY.”
DISTRIBUTION AGREEMENTDistribution Agreement • October 17th, 2023 • Impact Biomedical Inc. • Pharmaceutical preparations • Texas
This Distribution Agreement (this “Agreement’), dated as of 9th December, 2020 (the “Effective Date·’), is entered into by and between Biomed Technologies Asia Pacific Holdings Limited, a company incorporated in British Virgin Islands with limited liability whose registered office is at 30 de Castro Street, Wickhams Cay I. P.O. Box 4S 19. Road Town, Tortola, British Virgin Islands (the “Seller’), and Impact BioMedical, lnc. a company incorporated in the United States with limited liability whose registered address is at 200 Canal View Blvd, Suite I 04, Rochester, NY 14623 (“‘Distributor’, and together with Seller, the “Parties”, and each. a ‘‘Party”).
STOCKHOLDERS’ AGREEMENTStockholders' Agreement • October 17th, 2023 • Impact Biomedical Inc. • Pharmaceutical preparations • Nevada
This STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into effective as of April 26, 2017, among GLOBAL BIOLIFE INC., a Nevada corporation, (the “Company”) and all of the Company’s stockholders, as listed on the signature page hereto) individually, a “Stockholder” and collectively, the “Stockholders”).
