KINDLY MD, INC. TRADEABLE COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • June 5th, 2024 • Kindly MD, Inc. • Services-health services • New York
THIS 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 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 3, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kindly MD, Inc., a Utah corporation (the “Company”), up to ______2 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to ele
KINDLY MD, INC. NON-TRADEABLE WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • June 5th, 2024 • Kindly MD, Inc. • Services-health services • New York
THIS 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 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 3, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kindly MD, Inc., a Utah corporation (the “Company”), up to ______2 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. This Warrant is one of the Non-tradeable Warrants to Purchase Common Stock (the “Non-Tradeable Warrants”) issued pursuant to (i) the first paragraph of that certain Underwriting Agreement, dated as of May 31, 2024 (the “Offering Date”), by and among the Company and the underwriter(s) referred to therein, as amended from time to time (the “Underwriting Agreement”) and (ii) the Company’s R
WARRANT AGENT AGREEMENTWarrant Agent Agreement • June 5th, 2024 • Kindly MD, Inc. • Services-health services
This Warrant Agent Agreement (this “Warrant Agreement”), dated as of June 3, 2024 (the “Issuance Date”) is between Kindly MD, Inc., a company incorporated under the laws of the State of Utah (the “Company”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”).
KINDLY MD, INC. UNDERWRITING AGREEMENT 1,240,910 Units, Each Consisting of One Share of Common Stock, One Warrant to Purchase One Share of Common Stock, and One Non-tradeable Warrant to Purchase One-Half of One Share of Common StockUnderwriting Agreement • June 5th, 2024 • Kindly MD, Inc. • Services-health services • New York
KINDLY MD, INC., a Utah corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom WallachBeth Capital LLC is acting as Representative (the “Representative”), an aggregate of 1,240,910 Units (the “Firm Units”), each Firm Unit consisting of: (i) one share of the Company’s common stock, with no par value per share (the “Common Stock”); (ii) one tradeable warrant to purchase one share of Common Stock (the “Firm Tradeable Warrants”); and, one non-tradeable warrant to purchase one-half of one share of common stock (the “Firm Non-tradeable Warrants” and together with the Firm Tradeable Warrants, the “Firm Warrants”). The 1,240,910 shares of Common Stock referred to in this Section are hereinafter referred to as the “Firm Shares” together with the Firm Units and the Firm Warrants, the “Firm Securities.” The Firm Warrants shall be issued purs
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 31st, 2024 • Kindly MD, Inc. • Services-health services • Utah
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated effective as of May 31, 2024, is made by and between Kindly MD, Inc., a Utah corporation (the “Corporation”), and Amy Powell (the “Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 12th, 2024 • Kindly MD, Inc. • Services-health services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 28, 2023, by and between Kindly MD, Inc., and each investor that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).
Executive Employment agreement KINDLY MD, Inc.Executive Employment Agreement • March 12th, 2024 • Kindly MD, Inc. • Services-health services • Utah
THIS EMPLOYEMENT AGREEMENT (“Agreement”) is made effective May 1st, 2022 and executed Dec 30, 2022 , 2022 by and between Adam Cox (“Executive”) and Kindly MD, Inc. a Utah Corporation (“Company”).
KINDLY MD, INC. CONSULTING AGREEMENTConsulting Agreement • March 12th, 2024 • Kindly MD, Inc. • Services-health services • Utah
This Independent Contractor Agreement (“Agreement”) is entered into by Wade Rivers, LLC, a Wyoming Limited Liability Company (“Consultant”), and Kindly MD, Inc., A Utah Corporation (“Kindly”) executed July 5th, 2022 and effective as of July 1, 2022.
Kindly MD Inc. BUSINESS ASSOCIATE AGREEMENTBusiness Associate Agreement • November 6th, 2023 • Kindly MD, Inc. • Services-health services
This Business Associate agreement (BAA ) is made and entered into as of ____________, (“Effective Date”), by and between Kindly MD Inc. (the “Covered Entity”) and ______________, (the “Business Associate”) (each a “Party” and collectively the “Parties”).
KINDLY MD, INC. COMPENSATION AGREEMENTCompensation Agreement • March 12th, 2024 • Kindly MD, Inc. • Services-health services • Utah
THIS COMPENSATION AGREEMENT between Kindly MD, Inc. (“Kindly”) and Jared Barrera (“Employee”) sets forth and reduces to writing the terms of an oral agreement executed Sep 25, 2022 , 2022 and effective as of September 28th, 2022.
