EXECUTIVE EMPLOYMENT AGREEMENTIntellectual Property Assignment Agreement • June 7th, 2024 • Breathe BioMedical Inc. • Surgical & medical instruments & apparatus • New Brunswick
BREATHE BIOMEDICAL INC., a corporation incorporated under the laws of Canada, with a head office currently located at 191 Halifax Street, Moncton, New Brunswick
EXECUTIVE EMPLOYMENT AGREEMENTIntellectual Property Assignment Agreement • June 7th, 2024 • Breathe BioMedical Inc. • Surgical & medical instruments & apparatus • New Brunswick
BREATHE BIOMEDICAL INC., a corporation incorporated under the laws of Canada, with a head office currently located at 191 Halifax Street, Moncton, New Brunswick
EXECUTIVE EMPLOYMENT AGREEMENTIntellectual Property Assignment Agreement • June 7th, 2024 • Breathe BioMedical Inc. • Surgical & medical instruments & apparatus • Massachusetts
BREATHE BIOMEDICAL INC. (Canada), a Canadian corporation with a principal place of business at 191 Halifax Street, Moncton New Brunswick Canada E1C 9R7
ADVISOR AGREEMENTAdvisor Agreement • June 7th, 2024 • Breathe BioMedical Inc. • Surgical & medical instruments & apparatus • Delaware
IN CONSIDERATION OF the covenants and agreements contained in this Agreement, the Advisor and the Company agree as follows:
OPTION AGREEMENT PURSUANT TO THE BREATHE BIOMEDICAL INC. EQUITY INCENTIVE PLANOption Agreement • June 7th, 2024 • Breathe BioMedical Inc. • Surgical & medical instruments & apparatus • Ontario
The Board hereby grants this stock option (the “Option”) as of ● (the “Grant Date”), pursuant to the Breathe Biomedical Inc. Equity Incentive Plan (as in effect from time to time, the “Plan”), to purchase Optioned Shares, to the Optionee. Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. A copy of the Plan has been delivered to the Optionee. By signing and returning this Agreement, the Optionee acknowledges having received and read a copy of the Plan, including the early termination provisions set out in Article 7, and agrees to comply with it, this Agreement and all applicable laws and regulations.
Schedule “D” DSU AGREEMENT PURSUANT TO THE Breathe Biomedical Inc. EQUITY INCENTIVE PLANDsu Agreement • June 7th, 2024 • Breathe BioMedical Inc. • Surgical & medical instruments & apparatus • Ontario
The Board hereby grants this DSU (the “DSU”) as of ● (the “Grant Date”), pursuant to the [Breathe Biomedical Inc.] Equity Incentive Plan (as in effect from time to time, the “Plan”), to the Participant. Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. A copy of the Plan has been delivered to the Participant. By signing and returning this Agreement, the Participant acknowledges having received and read a copy of the Plan, including the early termination provisions set out in Error! Reference source not found., and agrees to comply with it, this Agreement and all applicable laws and regulations.
Schedule “B” PSU AGREEMENT PURSUANT TO THE Breathe Biomedical Inc. EQUITY INCENTIVE PLANPsu Agreement • June 7th, 2024 • Breathe BioMedical Inc. • Surgical & medical instruments & apparatus • Ontario
The Board hereby grants this PSU (the “PSU”) as of ● (the “Grant Date”), pursuant to the [Breathe Biomedical Inc.] Equity Incentive Plan (as in effect from time to time, the “Plan”), to the Participant. Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. A copy of the Plan has been delivered to the Participant. By signing and returning this Agreement, the Participant acknowledges having received and read a copy of the Plan, including the early termination provisions set out in Article 11, and agrees to comply with it, this Agreement and all applicable laws and regulations.
Schedule “C” RSU AGREEMENT PURSUANT TO THE Breathe Biomedical Inc. EQUITY INCENTIVE PLANRsu Agreement • June 7th, 2024 • Breathe BioMedical Inc. • Surgical & medical instruments & apparatus • Ontario
The Board hereby grants this RSU (the “RSU”) as of ● (the “Grant Date”), pursuant to the [Breathe Biomedical Inc.] Equity Incentive Plan (as in effect from time to time, the “Plan”), to the Participant. Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. A copy of the Plan has been delivered to the Participant. By signing and returning this Agreement, the Participant acknowledges having received and read a copy of the Plan, including the early termination provisions set out in Article 11, and agrees to comply with it, this Agreement and all applicable laws and regulations.
BREATHE BIOMEDICAL INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 10th, 2024 • Breathe BioMedical Inc. • Surgical & medical instruments & apparatus • New York
The undersigned, Breathe Biomedical Inc., a corporation incorporated under the laws of Canada (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Maxim Group LLC (“Maxim”) is acting as representative (in such capacity, the “Representative”), (A) an aggregate of ___________common shares (the “Firm Shares”), without par value per share, of the Company (“Common Shares”) and (B) at the election of the Representative, up to an additional _________ Common Shares (the “Option Shares” and together with the Firm Shares, the “Shares” or the “Securities”). The Representative Warrants (as defined in Section 1(g) of this Agreement) and the Common Shares issuable upon exercise of the Representative’s Warrants (the “Representative’s Warrant Shares”) are collectively referred to herein as the “Representative’s Securi
CREDIT AGREEMENTCredit Agreement • April 11th, 2024 • Breathe BioMedical Inc. • Surgical & medical instruments & apparatus • New Brunswick
WHEREAS the Borrower has requested that the Lender loan to the Borrower, and the Lender has agreed to loan, the aggregate sum of up to Five Million Four Hundred Thousand Dollars ($5,400,000.00) on the terms and conditions hereinafter set forth, which such amounts so advanced shall (subject to the terms hereof) be converted into common shares in the capital of the Borrower and;
COMMERCIAL LEASELease • April 11th, 2024 • Breathe BioMedical Inc. • Surgical & medical instruments & apparatus
AMENDING AGREEMENT IIAmending Agreement • September 30th, 2024 • Breathe BioMedical Inc. • Surgical & medical instruments & apparatus
This Contribution AgreementContribution Agreement • July 26th, 2024 • Breathe BioMedical Inc. • Surgical & medical instruments & apparatus • New Brunswick
WHEREAS the Agency has established a program, the Business Development Program, to increase opportunities for economic development in Atlantic Canada,
AMENDING AGREEMENTAmending Agreement • June 7th, 2024 • Breathe BioMedical Inc. • Surgical & medical instruments & apparatus
PROMISSORY NOTEBreathe BioMedical Inc. • June 7th, 2024 • Surgical & medical instruments & apparatus
WHEREAS, on March 28, 2024, BREATHE BIOMEDICAL INC. (the “Borrower”) issued to ● (the “Lender”) an unsecured debenture bearing certificate number DC-2024-03-● in the principal amount of $● subject to the terms and conditions thereof (the “Existing Debenture”);
SHARES FOR DEBT AGREEMENTShares for Debt Agreement • September 30th, 2024 • Breathe BioMedical Inc. • Surgical & medical instruments & apparatus
PROMISSORY NOTE AMENDMENTBreathe BioMedical Inc. • September 30th, 2024 • Surgical & medical instruments & apparatus
WHEREAS a loan was made evidenced by a promissory note dated effective June 5, 2024 (attached hereto as Exhibit “A”) (the “Promissory Note”) granted by BREATHE BIOMEDICAL INC., (as “Borrower”) to RONALD J. GOGUEN (the “Lender”);
PROMISSORY NOTE AMENDMENT (this “Amendment”)Breathe BioMedical Inc. • September 30th, 2024 • Surgical & medical instruments & apparatus
WHEREAS a loan was made evidenced by a promissory note dated effective June 5, 2024 (attached hereto as Exhibit “A”) (the “Promissory Note”) granted by BREATHE BIOMEDICAL INC., (as “Borrower”) to ATLANTIC COMMERCIAL PROPERTIES INC. (the “Lender”);
August 4, 2020 Picomole Inc. Moncton, New Brunswick E1C 9R6 Attention: Mr. Stephen Graham Dear Mr. Graham:Contribution Agreement • July 26th, 2024 • Breathe BioMedical Inc. • Surgical & medical instruments & apparatus
Please find attached a contribution agreement for funding under the REGI - Business Scale-up and Productivity (RRRF) for your review and signature. This agreement is open for acceptance for sixty (60) calendar days from the date that appears on this letter.
This Contribution AgreementContribution Agreement • April 11th, 2024 • Breathe BioMedical Inc. • Surgical & medical instruments & apparatus
WHEREAS the REGI - Business Scale-Up and Productivity (BSP), is a national innovation program that was established to provide support to business productivity and scale-up,
Fredericton, New Brunswick E3B 5A6Contribution Agreement • July 26th, 2024 • Breathe BioMedical Inc. • Surgical & medical instruments & apparatus
Please find attached a contribution agreement for funding under the REGI - Business Scale-Up and Prod (JGF) for your review and signature. This agreement is open for acceptance for sixty (60) calendar days from the date that appears on this letter.
