POSTING AGREEMENTPosting Agreement • February 2nd, 2023 • Oncolyze, Inc. • Pharmaceutical preparations • California
Oncolyze, Inc., a Delaware corporation located at 845 UN Plaza, 61b, New York, New York 10017 (the “Company”), proposes, subject to the terms and conditions contained in this Posting Agreement (this “Agreement”), to issue and sell shares of its Series A Preferred Stock, $0.001 par value per share (the “Shares”) to investors (collectively, the “Investors”) in a public offering (the “Offering”) on the online website provided by StartEngine Crowdfunding, Inc. (the “Platform”) pursuant to Regulation A through StartEngine Primary LLC ( “StartEngine”), acting on a best efforts basis only, in connection with such sales. The Shares are more fully described in the Offering Statement (as hereinafter defined).
ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • August 2nd, 2022 • Oncolyze, Inc. • Pharmaceutical preparations • Delaware
THIS ESCROW AGREEMENT, dated as of 7/15/2022(“Escrow Agreement”), is by and between SI Securities, LLC (“SI Securities”), Oncolyze, Inc, a Delaware corporation
SUBSCRIPTION AGREEMENTSubscription Agreement • February 10th, 2023 • Oncolyze, Inc. • Pharmaceutical preparations • Delaware
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 IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
Escrow Agreement FOR SECURITIES OFFERINGEscrow Agreement • February 10th, 2023 • Oncolyze, Inc. • Pharmaceutical preparations • Delaware
This Escrow Agreement, effective as of _____________, (“Escrow Agreement”), is by, between and among The Bryn Mawr Trust Company of Delaware, a Delaware Limited Purpose Trust Company and located at 20 Montchanin Rd., Suite 100, Greenville, DE 19807 as Escrow Agent hereunder (“Escrow Agent”); StartEngine Primary LLC (“Broker”), a Delaware Limited Liability Company, located at 4100 W. Alameda Ave, Burbank, CA 91505 ; and Oncolyze, Inc., a Delaware corporation (“Issuer”) located at 845 UN Plaza, 61b, New York, NY 10017.
SUBSCRIPTION AGREEMENTSubscription Agreement • August 2nd, 2022 • Oncolyze, Inc. • Pharmaceutical preparations • Delaware
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 IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
Oncolyze, Inc. Dr. Alex Stojanovic 36 Fountayne Lane Lawrenceville, NJ, 08648 Dear Alex:Oncolyze, Inc. • August 2nd, 2022 • Pharmaceutical preparations • New York
It is our pleasure as the Board of Directors of Oncolyze, Inc. (the “Board”) to offer you a contract for the position of Chief Operations Officer (“COO”) of Oncolyze, Inc. (or any successor or parent, the “Company”). This letter, including Exhibit A, sets forth the terms of understanding for your employment (“Agreement”). The date this letter is signed by both you and the Company shall be referred to as the“Execution Date”.
AGREEMENT AND PLAN OF MERGER VAXANIX BIO, LTD; Vaxanix Bio Acquisition Corp. IV; and Oncolyze, inc. Dated as of February 6, 2024Agreement and Plan of Merger • February 29th, 2024 • Oncolyze, Inc. • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger (as may be amended from time to time, this “Agreement”), is made and entered into as of February 6, 2024 by and among VAXANIX BIO, LTD, a Nevada corporation (“Parent”), Vaxanix Bio Acquisition Corp. IV, a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Oncolyze, Inc. , a Delaware corporation (the “Company”) (each a “Party” and collectively the “Parties”). Certain other capitalized terms used in this Agreement are defined in Exhibit A.
EMPLOYMENT AGREEMENTEmployment Agreement • August 2nd, 2022 • Oncolyze, Inc. • Pharmaceutical preparations • New York
This employment Agreement (the “Agreement”), effective February 28 2019, or such earlier date as may be agreed by the parties (the “Effective Date”), is made and entered into by and between Oncolyze, Inc. (the “Company”), and Larry Altstiel, M.D., Ph.D. (the “Executive”).
CONSULTING AGREEMENTConsulting Agreement • August 2nd, 2022 • Oncolyze, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”) is made effective as of June 9, 2021 (the “Effective Date”), by and between Oncolyze, Inc., a Delaware corporation, with its principal place of business being 815 United Nations Plaza, Apt 61b, New York, New York 10017 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability company, with its principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
