Representative’s Warrant AgreementS Warrant Agreement • February 13th, 2024 • Telomir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) KINGSWOOD INVESTMENTS, DIVISION OF KINGSWOOD CAPITAL PARTNERS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF KINGSWOOD INVESTMENTS, DIVISION OF KINGSWOOD CAPITAL PARTNERS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
Employment AgreementEmployment Agreement • November 14th, 2023 • Telomir Pharmaceuticals, Inc. • Pharmaceutical preparations • Florida
This Employment Agreement (this “Agreement”) is made and entered into as of September 21 , 2023 (the “Effective Date”), by and between TELOMIR Pharmaceuticals, Inc. (the “Company”) and Nathen Fuentes (“Employee”).
Form of Representative’s Warrant AgreementCommon Share Purchase Warrant • December 19th, 2023 • Telomir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
ContractTelomir Pharmaceuticals, Inc. • December 19th, 2023 • Pharmaceutical preparations
THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE SECURITIES ACT.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 14th, 2023 • Telomir Pharmaceuticals, Inc. • Pharmaceutical preparations • Florida
This Indemnification Agreement (the Indemnification Agreement”) is made and entered into as of [●], [●], by and between TELOMIR PHARMACEUTICALS, INC., a Florida corporation (the “Company”), and ________________________, an individual (“Indemnitee”).
DEBT Conversion AgreementDebt Conversion Agreement • December 14th, 2023 • Telomir Pharmaceuticals, Inc. • Pharmaceutical preparations • Florida
This Debt Conversion Agreement (this “Agreement”) is entered into effective as of November 30, 2023 (the “Effective Date”) by and between the Bay Shore Trust (“Bay Shore Trust”), and Telomir Pharmaceuticals, Inc., a Florida corporation with its principal executive office located at 855 N Wolfe Street, Suite 601, Baltimore, Maryland 21205 (“Telomir”); Bay Shore Trust and Telomir together the “Parties” to this Agreement.
AMENDED & RESTATED EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • November 14th, 2023 • Telomir Pharmaceuticals, Inc. • Pharmaceutical preparations • Florida
THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of August 11, 2023 and is retroactive to November 29, 2022 (the “Effective Date”), when the Exclusive License Agreement was first entered by and between MIRALOGX LLC, a Florida limited liability company located at 900 West Platt St., Suite 200, Tampa, FL 33606 (“Licensor”) and TELOMIR PHARMACEUTICALS, INC., a Florida corporation having its principal place of business at 855 North Wolfe St, Ste 601.1, Baltimore, MD 21205 (“Licensee”). Licensor and Licensee are each herein referred to as “Party” and collectively as the “Parties.”
Employment AgreementEmployment Agreement • June 24th, 2024 • Telomir Pharmaceuticals, Inc. • Pharmaceutical preparations • Florida
This Employment Agreement (this “Agreement”) is made and entered into as of [___], 2024 (the “Effective Date”), by and between TELOMIR Pharmaceuticals, Inc. (the “Company”) and Michelle Yanez (“Employee”).
Employment AgreementEmployment Agreement • August 13th, 2024 • Telomir Pharmaceuticals, Inc. • Pharmaceutical preparations • Florida
This Employment Agreement (this “Agreement”) is made and entered into as of August 12, 2024 (the “Effective Date”), by and between Telomir Pharmaceuticals, Inc. (the “Company”) and Erez Aminov (“Employee”).
AMENDMENT NO. 1 TO AMENDED & RESTATED EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • November 14th, 2023 • Telomir Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO AMENDED & RESTATED EXCLUSIVE LICENSE AGREEMENT (this “Amendment”), dated as of November [ ], 2023, amends that certain Amended and Restated Exclusive License Agreement, effective as of November 29, 2022 (the “License Agreement”), between MIRALOGX LLC, a Florida limited liability company (“Licensor”) and TELOMIR PHARMACEUTICALS, INC., a Florida corporation (“Licensee”). All capitalized terms appearing in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the License Agreement.
First Amended and Restated Employment AgreementAgreement • December 14th, 2023 • Telomir Pharmaceuticals, Inc. • Pharmaceutical preparations • Florida
This First Amended and Restated Employment Agreement (this “Agreement”) is made and entered into as of December 11, 2023 (the “Effective Date”), by and between TELOMIR Pharmaceuticals, Inc. (the “Company”) and Nathen Fuentes (“Employee”). This Agreement amends and restates, and supersedes in its entirety, that certain Employment Agreement, dated September 21, 2023, by and among the Company and Employee.
AGREEMENT FOR SHARED LEASE COSTSAgreement for Shared • December 14th, 2023 • Telomir Pharmaceuticals, Inc. • Pharmaceutical preparations
This Agreement for Shared Lease Costs (the “Agreement”) is made, effective as of April 1, 2023 by and among MIRALOGX LLC. (“ MIRALOGX”), MIRA Pharmaceuticals, Inc. (“MIRA” ) and Telomir Pharmaceuticals, Inc. (“Telomir”), all with a mailing address of 900 West Platt Street, Suite 200, Tampa, Florida 33606.
DEBT Conversion AgreementDebt Conversion Agreement • December 14th, 2023 • Telomir Pharmaceuticals, Inc. • Pharmaceutical preparations • Florida
This Debt Conversion Agreement (this “Agreement”) is entered into effective as of November 30, 2023 (the “Effective Date”) by and between MIRALOGX LLC, a Florida limited liability company with its principal executive office located at 900 West Platt Street, Suite 200, Tampa, Florida 33606 (“MIRALOGX”), and Telomir Pharmaceuticals, Inc., a Florida corporation with its principal executive office located at 855 N Wolfe Street, Suite 601, Baltimore, Maryland 21205 (“Telomir”); MIRALOGX and Telomir together the “Parties” to this Agreement.
ContractTelomir Pharmaceuticals, Inc. • September 27th, 2024 • Pharmaceutical preparations • Florida
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT. LENDER SHOULD BE AWARE THAT IT MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH PLEDGE, SALE, ASSIGNMENT OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS.
