Broker-Dealer AgreementBroker-Dealer Agreement • April 25th, 2022 • Aeris Biotechnologies, Inc.
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Aeris Biotechnologies, Inc. (“Client”), a Delaware Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of March 7, 2022 (the “Effective Date”):
SUBSCRIPTION AGREEMENTSubscription Agreement • April 25th, 2022 • Aeris Biotechnologies, Inc. • New York
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET MAY DEVELOP FOLLOWING THIS OFFERING.
ContractConvertible Note • April 25th, 2022 • Aeris Biotechnologies, Inc. • Texas
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. IN ADDITION TO OTHER RESTRICTIONS ON TRANSFER SET FORTH HEREIN, 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.
WORLDWIDE EXCLUSIVE LICENSE AGREEMENT by and between EVOLUTION BIOTECHNOLOGIES LIMITED and AERIS BIOTECHNOLOGIES INC.Worldwide Exclusive License Agreement • April 25th, 2022 • Aeris Biotechnologies, Inc. • Delaware
ContractPromissory Note • July 21st, 2022 • Aeris Biotechnologies, Inc. • Pharmaceutical preparations • Texas
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. IN ADDITION TO OTHER RESTRICTIONS ON TRANSFER SET FORTH HEREIN, 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.
First Amendment to Worldwide Exclusive License AgreementWorldwide Exclusive License Agreement • June 7th, 2022 • Aeris Biotechnologies, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO WORLDWIDE EXCLUSIVE LICENSE AGREEMENT (“Amendment”) is executed and effective this 22nd day of May, 2022 by and between Aeris Biotechnologies, Inc. (“Aeris”) and Evolution Biotechnologies, Limited (“Evolution”).
