ELEVAI LABS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 21st, 2023 • Elevai Labs Inc. • Pharmaceutical preparations • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT ELEVAI LABS INC.Pre-Funded Common Stock Purchase Warrant • September 25th, 2024 • Elevai Labs Inc. • Pharmaceutical preparations
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 (such date, the “Initial Exercise Date”) until the date this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from ELEVAI LABS INC., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, par value $0.0001 per share, of the Company (“Common Stock”), subject to adjustment hereunder. 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 25th, 2024 • Elevai Labs Inc. • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of September 22, 2024, between ELEVAI LABS INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 25th, 2024 • Elevai Labs Inc. • Pharmaceutical preparations • New York
SERIES B COMMON STOCK PURCHASE WARRANT ELEVAI LABS INC.Series B Common Stock Purchase Warrant • September 25th, 2024 • Elevai Labs Inc. • Pharmaceutical preparations
THIS SERIES B COMMON STOCK PURCHASE WARRANT (“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 Shareholder Approval Date (as defined below) (such date, the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York, New York time) on the two and one-half (2.5) year anniversary of the Initial Exercise Date, provided that if such date is not a Trading Day, the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from ELEVAI LABS, INC., a Delaware corporation (the “Company”), up to ______ shares Common Stock, the (“Warrant Shares”), subject to adjustment hereunder. 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).
ContractSecurity Agreement • August 2nd, 2024 • Elevai Labs Inc. • Pharmaceutical preparations • Florida
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 18(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE
Lock-Up AgreementLock-Up Agreement • November 24th, 2023 • Elevai Labs Inc. • Pharmaceutical preparations
This Lock-Up Agreement (this “Agreement”) is being delivered to Univest Securities, LLC and Webull Financial LLC (the “Representatives”) in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Elevai Labs, Inc., a Delaware corporation (the “Company”), and the Representatives, relating to the proposed public offering (the “Offering”) of common stock, par value $0.0001 per share (“Common Stock”), of the Company. Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings given to them in the Underwriting Agreement.
SERIES A COMMON STOCK PURCHASE WARRANT ELEVAI LABS INC.Series a Common Stock Purchase Warrant • September 16th, 2024 • Elevai Labs Inc. • Pharmaceutical preparations
THIS SERIES A COMMON STOCK PURCHASE WARRANT (“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 Shareholder Approval Date (as defined below) (such date, the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York, New York time) on the five year anniversary of the Initial Exercise Date, provided that if such date is not a Trading Day, the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from ELEVAI LABS, INC., a Delaware corporation (the “Company”), up to ______ shares Common Stock, the (“Warrant Shares”), subject to adjustment hereunder. 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).
SECOND AMENDED AND RESTATED CONSULTING AGREEMENT FOR NON-EMPLOYEE CHIEF EXECUTIVE OFFICERConsulting Agreement • October 31st, 2024 • Elevai Labs Inc. • Pharmaceutical preparations • British Columbia
This Second Amended and Restated Consulting Agreement (this “Agreement”), effective as of October 25, 2024 (“Effective Date”), is entered into by and between Elevai Labs Inc., a Delaware corporation fka Reactive Medical Labs, Inc. (“Company”), and GB Capital Ltd, a British Columbia, Canada Corporation (“Consultant”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • August 2nd, 2024 • Elevai Labs Inc. • Pharmaceutical preparations
THIS SUBSIDIARY GUARANTEE (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guarantee”) is made as of July 31, 2024, jointly and severally, by and among ELEVAI LABS INC., a Delaware corporation (the “Company”), ELEVAI SKINCARE INC., a Delaware corporation, and together with each other Person who becomes a party to this Guarantee by execution of a joinder in the form of Exhibit A attached hereto, which shall include all wholly-owned or majority-owned subsidiaries of the Company acquired after the date hereof for so long as this Guarantee remains in effect (except as otherwise provided in the Securities Purchase Agreement by and among the Company and the Purchasers as defined therein dated the date of this Guarantee (the “Purchase Agreement”), shall each be referred to individually as a “Guarantor” and collectively as the “Guarantors”), in favor of the Purchasers as defined in the Purchase Agreement.
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • September 29th, 2023 • Elevai Labs Inc. • Pharmaceutical preparations • California
AUTHORIZED DISTRIBUTOR AND TRADEMARK LICENSE AGREEMENTAuthorized Distributor and Trademark License Agreement • September 29th, 2023 • Elevai Labs Inc. • Pharmaceutical preparations • Delaware
Elevai Labs Inc. (“Company”) recognizes the time and resources our high-quality distributors (hereinafter, “Distributors”) invest in delivering excellent customer experiences through knowledgeable staff, marketing initiatives and compelling sales presentations and support. To support our Distributors’ efforts, Company wishes to establish policies that allow Distributors to earn the profits necessary to maintain the high level of customer excellence the industry has come to expect from Company’s Distributors.
STOCK TRANSFER AGREEMENTStock Transfer Agreement • September 29th, 2023 • Elevai Labs Inc. • Pharmaceutical preparations • California
This Stock Transfer Agreement (this “Agreement”) dated as of June 4 , 2021 (“Effective Date”) is entered into by and between BWL Investments Ltd. (the “Transferor”) and Reactive Medical Labs Inc., a Delaware corporation (the “Transferee”). Reactive Medical Inc., a company incorporated under the laws of the Province of British Columbia, Canada (the “Company”) has executed this Agreement solely to acknowledge the transfer of the shares of Company effected hereby.
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • July 12th, 2024 • Elevai Labs Inc. • Pharmaceutical preparations
This FIRST AMENDMENT TO LICENSE AGREEMENT (the “First Amendment”) is made effective as of the date of last signature, below (“Effective Date”), by and between Elevai Labs, Inc., a Delaware corporation with an address located at 120 Newport Center Drive, Suite 250, Newport Beach, California 95618 (“Licensee”) and INmune Bio Inc., a Nevada corporation with an address at 225 NE Mizner Blvd., STE 640, Boca Raton, FL 33432 (“INmuneBio”).
MASTER SERVICES AGREEMENTMaster Services Agreement • October 25th, 2024 • Elevai Labs Inc. • Pharmaceutical preparations
This Master Service Agreement (the “Agreement”) is made this 21st day of October 2024 by and between KCRN Research, Inc., a clinical service company with principal offices located at 12311 Middlebrook Road Suite 200, Germantown, MD 20874, USA (“KCRN”) and Elevai Biosciences, Inc. (“Client”).
THE ADVISORY AGREEMENTTermination Agreement • June 26th, 2024 • Elevai Labs Inc. • Pharmaceutical preparations
This Termination Agreement is dated as of June 21, 2024 (the “Termination Agreement”), by and between Braeden Lichti (“Advisor”), and Elevai Labs Inc., a Delaware corporation (the “Company”, together the “Parties”, and each, a “Party”).
License AgreementLicense Agreement • January 22nd, 2024 • Elevai Labs Inc. • Pharmaceutical preparations • New York
This License Agreement (“Agreement”) is made effective as of the date of last signature below (“Effective Date”), by and between INmune Bio Inc., a corporation formed under the laws of the state of Nevada and having an address at 225 NE Mizner Blvd., STE 640, Boca Raton, FL 33432 U.S.A. (“INmuneBio”), and Elevai Labs, Inc., a Delaware corporation with an address located at 1120 Newport Center Drive, Suite 250, Newport Beach, California 95618 (“Licensee”). Each of INmuneBio and Licensee may be individually referred to herein as a “Party,” and collectively as the “Parties”.
License AgreementLicense Agreement • May 2nd, 2024 • Elevai Labs Inc. • Pharmaceutical preparations • Delaware
This License Agreement (“Agreement”), dated as of April 30, 2024 (the “Effective Date”), is by and between MOA Life Plus Co., Ltd., a corporation duly organized and existing under Korean law, with its head office at A-7F U-Tower, 767, Sinsu-ro, Suji-gu, Yongin-si, Gyeonggi-do, 16827, Korea, hereby represented by Sangjin Han, Chairman (hereinafter referred to as “MOA”), and Elevai Labs Inc., a corporation existing under the laws of Delaware, with its headquarters located at 120 Newport Center Drive, Suite 250, Newport Beach, California 92660, U.S.A., hereby represented by Jordan Plews (hereinafter referred to as “Elevai”) (collectively, the “Parties,” or each, individually, a “Party”).
ADVISORY AGREEMENTAdvisory Agreement • September 29th, 2023 • Elevai Labs Inc. • Pharmaceutical preparations • California
AMENDED AND RESTATED CONSULTING AGREEMENT FOR NON-EXECUTIVE CHAIRMANConsulting Agreement • June 26th, 2024 • Elevai Labs Inc. • Pharmaceutical preparations • California
This Amended and Restated Consulting Agreement (this “Agreement”), effective as of June 21, 2024 (“Effective Date”), is entered into by and between Elevai Labs Inc., a Delaware corporation fka Reactive Medical Labs, Inc. (“Company”), and NorthStrive Companies Inc., a California corporation (“Consultant”).
AMENDED AND RESTATED CONSULTING AGREEMENT FOR NON-EMPLOYEE CHIEF EXECUTIVE OFFICERConsulting Agreement • June 26th, 2024 • Elevai Labs Inc. • Pharmaceutical preparations • California
This Amended and Restated Consulting Agreement (this “Agreement”), effective as of June 21, 2024 (“Effective Date”), is entered into by and between Elevai Labs Inc., a Delaware corporation fka Reactive Medical Labs, Inc. (“Company”), and GB Capital Ltd, a British Columbia, Canada Corporation (“Consultant”).
COLLABORATION & LICENSE AGREEMENTCollaboration & License Agreement • December 5th, 2023 • Elevai Labs Inc. • Pharmaceutical preparations • New York
This Collaboration and License Agreement (this “License Agreement” or “Agreement”) is made and entered into as of the date of the last signature herein (the “Effective Date”), by and between Yuva Biosciences, Inc., a Delaware corporation with its principal place of business at 1500 First Avenue N, Suite L133, Birmingham, AL 35203 (“Yuva Bio”), and Elevai Labs, Inc., a Delaware corporation with its principal place of business at 1120 Newport Center Drive, Suite 250, Newport Beach, California 95618 (“ELEVAI”). In this Agreement, Yuva Bio and ELEVAI are collectively referred to as the “Parties” and each individually as a “Party”.
CONSULTING AGREEMENTConsulting Agreement • May 9th, 2024 • Elevai Labs Inc. • Pharmaceutical preparations • Delaware
This Consulting Agreement (this “Agreement”), effective as of May 3, 2024 (“Effective Date”), is entered into by and between Elevai Labs Inc., a Delaware corporation (“Company”), and Santorio Biomedical, LLC, a Delaware limited liability company (“Consultant”).
AUTHORIZED DISTRIBUTOR AGREEMENTAuthorized Distributor Agreement • September 29th, 2023 • Elevai Labs Inc. • Pharmaceutical preparations • Delaware
Elevai Labs Inc. (“Company”) recognizes the time and resources our high-quality distributors (hereinafter, “Distributors”) invest in delivering excellent customer experiences through knowledgeable staff, marketing initiatives and compelling sales presentations and support. To support our Distributors’ efforts, Company wishes to establish policies that allow Distributors to earn the profits necessary to maintain the high level of customer excellence the industry has come to expect from Company’s Distributors.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 2nd, 2024 • Elevai Labs Inc. • Pharmaceutical preparations • Florida
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of July 31, 2024, by and between ELEVAI LABS INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
