MAINZ BIOMED N.V. Ordinary Shares (par value €0.01 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • December 30th, 2022 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
Mainz Biomed N.V., a Dutch public limited liability company (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
Securities PURCHASE AGREEMENTSecurities Purchase Agreement • November 15th, 2023 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 13, 2023, between Mainz Biomed N.V., a public company under Dutch law (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 AGREEMENT November 13, 2023Placement Agency Agreement • November 15th, 2023 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
Introduction. Subject to the terms and conditions herein (this “Agreement”), Mainz Biomed N.V., a public company under Dutch law (the “Company”), hereby agrees to sell up to an aggregate of $5,000,000.40 of securities of the Company, including, but not limited to, ordinary shares (the “Shares” or “Securities”) of the Company, €0.01 par value per Share (the “Ordinary Shares”) and warrants (the “Warrants”) to purchase Ordinary Shares (the “Warrant Shares” and, together with the Shares and the Warrants, the “Securities”) directly to various investors (each, an “Investor” and, collectively, the “Investors”) through Titan Partners Group LLC, a division of American Capital Partners, LLC (together with its affiliates, “Titan Partners” or the “Placement Agent”) as placement agent. The documents executed and delivered by the Company and the Investors in connection with the Offering (as defined below), including, without limitation, securities purchase agreements (the “Purchase Agreements”), sha
Mainz Biomed N.V. UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2022 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
This underwriting agreement (this “Agreement”) constitutes the agreement between Mainz Biomed N.V., a Dutch public company with limited liability (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereafter defined) as being subsidiaries or affiliates of the Company, the “Company”) on the one hand, and Boustead Securities, LLC (the “Underwriter”), on the other hand, pursuant to which the Underwriter shall serve as the underwriter for the Company in connection with the proposed offering (the “Offering”) by the Company of their Securities (as defined below) on a “Firm Commitment” basis.
Mainz Biomed N.V. UNDERWRITING AGREEMENTUnderwriting Agreement • January 21st, 2022 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
This underwriting agreement (this “Agreement”) constitutes the agreement between Mainz Biomed N.V., a Dutch public company with limited liability (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereafter defined) as being subsidiaries or affiliates of the Company, the “Company”) on the one hand, and Boustead Securities, LLC (the “Underwriter”), on the other hand, pursuant to which the Underwriter shall serve as the underwriter for the Company in connection with the proposed offering (the “Offering”) by the Company of their Securities (as defined below) on a “Firm Commitment” basis.
Mainz Biomed B.V. UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2021 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
This underwriting agreement (this “Agreement”) constitutes the agreement between Mainz Biomed B.V., a Dutch company limited by shares (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereafter defined) as being subsidiaries or affiliates of the Company, the “Company”) on the one hand, and Boustead Securities, LLC (the “Underwriter”), on the other hand, pursuant to which the Underwriter shall serve as the underwriter for the Company in connection with the proposed offering (the “Offering”) by the Company of their Securities (as defined below) on a “Firm Commitment” basis.
CLASS B ORDINARY SHARE PURCHASE WARRANT MAINZ BIOMED N.V.Warrant Agreement • December 9th, 2024 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
THIS CLASS B ORDINARY SHARE 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 [ ], 2024 (the “Initial Exercise Date”) and on or prior to the earlier of (i) [ ], 2025 or (ii) 30 days following the public disclosure of positive results from the eAArly Detect 2 study (either date being the “Termination Date”) but not thereafter, to subscribe for and purchase from Mainz Biomed N.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Ordinary Shares. The purchase price of one share of Ordinary Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
DATED 29 JULY 2021 CONTRIBUTION AGREEMENTContribution Agreement • October 12th, 2021 • Mainz Biomed B.V. • Pharmaceutical preparations
EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2022 • Mainz Biomed N.V. • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”) is made and entered into as of April 29, 2022 (effective May 1, 2022), by and between William J. Caragol (the “Employee”) and Mainz Biomed N.V. (the “Company”).
Silent Partnership Agreement Between the Company PharmGenomics GmbH, Robert- Koch-Str. 50, 55129 Mainz, Germany - hereinafter also referred to as the “Participant” - and the - hereinafter also referred to as the “Participation Provider” - OverviewSilent Partnership Agreement • October 12th, 2021 • Mainz Biomed B.V. • Pharmaceutical preparations
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 9th, 2024 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of [_______], 2024, between Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Intellectual Property Asset Purchase AgreementIntellectual Property Asset Purchase Agreement • February 21st, 2023 • Mainz Biomed N.V. • Pharmaceutical preparations
BETWEEN: MAINZ BIOMED N.V., a corporate body incorporated in Amsterdam, with its principal place of business located at Sirius Gutenberg Park Robert-Koch-Straße 50, 55129, Mainz, Germany;
AMENDMENT AGREEMENTPre-Paid Advance Agreement • December 9th, 2024 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
This Amendment Agreement, dated as of December ___, 2024 (this “Amendment”), is entered into between Mainz Biomed N.V., a Dutch public company with limited liability (“Company”), and YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”).
AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 26th, 2021 • Mainz Biomed B.V. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”), dated as of October ___, 2021, by and among MAINZ BIOMED B.V. (including upon conversion to a Naamloze Venootschap under Dutch law, the “Company”) and Dr. Moritz Eidens (“Eidens”).
CONSULTANT AGREEMENTConsultant Agreement • August 3rd, 2021 • Mainz Biomed B.V. • Pharmaceutical preparations • New York
This Consultant Agreement (the “Agreement”) is made and entered into as of July 16, 2021, by and between William Caragol (the “Consultant”) and Mainz Biomed B.V. (the “Company”).
AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 26th, 2021 • Mainz Biomed B.V. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”), dated as of October ___, 2021, by and among MAINZ BIOMED B.V. (including upon conversion to a Naamloze Venootschap under Dutch law, the “Company”) and Philipp Freese (“Freese”).
SUPPLEMENTAL AGREEMENTSupplemental Agreement • October 9th, 2024 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
This Supplemental Agreement (the “Agreement”), dated as of October 8, 2024, is entered into by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”) and MAINZ BIOMED N.V., a company incorporated under the laws of the Netherlands and registered with the trade register of the Chamber of Commerce under number 82122571 (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
CONFIDENTIAL December [-], 2024Placement Agent Agreement • December 9th, 2024 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
This agreement (the “Agreement”) constitutes the agreement between Mainz Biomed N.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law (the “Company”), and Maxim Group LLC (“Maxim” or the “Lead Manager”), that Maxim shall serve as the exclusive lead placement agent for the Company, on a “reasonable best efforts” basis (a “Placement”), in connection with the proposed offerings of securities (the “Securities”) of the Company. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the Lead Manager and, if a direct placement, the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein grants Maxim the power or authority to bind the Company or any Purchaser or creates an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Plac
mainz biomed n.v. and TRANSHARE CORPORATION, as Warrant Agent Warrant Agency Agreement Dated as of [ ] __, 2024 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • December 9th, 2024 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of [ ] __, 2024 (“Agreement”), between Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”), and Transhare Corporation, a corporation organized under the laws of Florida (the “Warrant Agent”).
AMENDMENT NO. 1 TO CONSULTANT AGREEMENTConsultant Agreement • October 26th, 2021 • Mainz Biomed B.V. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO CONSULTANT AGREEMENT (this “Amendment”), dated as of October ___, 2021, by and among MAINZ BIOMED B.V. (including upon conversion to a Naamloze Venootschap under Dutch law, the “Company”) and William Caragol (the “Consultant”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • November 5th, 2024 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
This first amendment dated as of October 17, 2024, to that management services agreement (this “First Amendment”), is entered between Mainz Biomed N.V., a Dutch public company (“Company”), and Guido Baechler (“Baechler” and, together with the Company, each, a “Party” and collectively, the “Parties”).
Amendment to License AND DEVELOPMENT agreementLicense and Development Agreement • October 12th, 2021 • Mainz Biomed B.V. • Pharmaceutical preparations
This amendment refers to the License and Development Agreement entered into the 1st of January, 2019 (the ”Agreement”) between the parties:
EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2024 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
This first amendment dated as of October 17, 2024, to that employment agreement (this “First Amendment”), is entered between Mainz Biomed N.V., a Dutch public company (“Company”), and William J. Caragol (the “Employee” and, together with the Company, each, a “Party” and collectively, the “Parties”).
SUPPLEMENTAL AGREEMENTSupplemental Agreement • April 19th, 2024 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
This Supplemental Agreement (the “Agreement”), dated as of April ___, 2024, is entered into by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”) and MAINZ BIOMED N.V., a company incorporated under the laws of the Netherlands and registered with the trade register of the Chamber of Commerce under number 82122571 (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
PRE-PAID ADVANCE AGREEMENTPre-Paid Advance Agreement • June 28th, 2023 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
THIS PRE-PAID ADVANCE AGREEMENT (this “Agreement”) dated as of June 28, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and MAINZ BIOMED N.V., a company incorporated under the laws of the Netherlands and registered with the trade register of the Chamber of Commerce under number 82122571 (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 26th, 2021 • Mainz Biomed B.V. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”), dated as of October ___, 2021, by and among MAINZ BIOMED B.V. (including upon conversion to a Naamloze Venootschap under Dutch law, the “Company”) and Guido Bächler (“Baechler”).
Assignment AgreementAssignment Agreement • February 21st, 2023 • Mainz Biomed N.V. • Pharmaceutical preparations • Quebec
BETWEEN: SOCPRA SCIENCES SANTÉ ET HUMAINES S.E.C., operating under the name TRANSFERTECH SHERBROOKE, a Limited Partnership duly incorporated pursuant to the Civil Code of Québec, having its head office at 35 Radisson Street, Office 200, Sherbrooke, (Quebec), Canada, J1L 1E2, acting and represented by its General Partner, GESTION SOCPRA SCIENCES SANTÉ ET HUMAINES INC., a legal person duly constituted under the Business Corporations Act (Quebec), said General Partner being represented by its agent and mandatory GESTION SOCPRA INC, herein acting and represented by Michel Lambert, its President and CEO, duly authorized for the purposes hereof as he so declares by signing;
TECHNOLOGY RIGHTS AGREEMENTTechnology Rights Agreement • January 21st, 2022 • Mainz Biomed N.V. • Pharmaceutical preparations • Quebec
BETWEEN: Socpra sciences santé et humaines s.e.c., operating under the name TransferTech Sherbrooke, a Limited Partnership duly incorporated pursuant to the Civil Code of Québec, having its head office at 35 Radisson Street, Office 200, Sherbrooke, (Quebec), Canada, J1L 1E2, acting and represented by its General Partner, Gestion Socpra sciences santé et humaines inc., a legal person duly constituted under the Business Corporations Act (Quebec), said General Partner being represented by its agent and mandatory Gestion socpra Inc, herein acting and represented by Michel Lambert, its President and CEO, duly authorized for the purposes hereof as he so declares by signing; hereinafter referred to as “TTS”
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 3rd, 2021 • Mainz Biomed B.V. • Pharmaceutical preparations • California
This Management Services Agreement (the “Agreement”) is made and entered into as of July 1, 2021 by and between Guido Bächler (“Baechler”) and Mainz Biomed B.V. (the “Company”).
LICENSE and DEVELOPMENT AGREEMENT between ColoAlert AS and PharmGenomics GmbHLicense and Development Agreement • October 12th, 2021 • Mainz Biomed B.V. • Pharmaceutical preparations
Lock-Up AgreementLock-Up Agreement • December 9th, 2024 • Mainz Biomed N.V. • Pharmaceutical preparations
