UNDERWRITING AGREEMENT by and between CALLAN JMB INC. And ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2024 • Callan JMB Inc. • Services-business services, nec • New York
The undersigned, Callan JMB Inc., a company incorporated under the laws of the State of Nevada (collectively, with its Subsidiaries as hereinafter defined, the “Company”), hereby confirms its agreement (this “Agreement”) with Alexander Capital, L.P., as the representative of the several underwriters named in Schedule 1 hereto (the “Representative” and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • December 17th, 2024 • Callan JMB Inc. • Services-business services, nec • Texas
This Employment Agreement, dated as of October 1, 2024 (this “Agreement”), is made and entered into by and between Callan JMB Inc., a Nevada corporation (the “Company”), and David J. Croyle, M.D. (the “Executive” and together with the Company, the “Parties” and individually a “Party”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 11.
UNDERWRITING AGREEMENT by and between CALLAN JMB INC. And ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 2024 • Callan JMB Inc. • Services-business services, nec • New York
The undersigned, Callan JMB Inc., a company incorporated under the laws of the State of Nevada (collectively, with its Subsidiaries as hereinafter defined, the “Company”), hereby confirms its agreement (this “Agreement”) with Alexander Capital, L.P., as the representative of the several underwriters named in Schedule 1 hereto (the “Representative” and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Representative’s Warrant AgreementRepresentative’s Warrant Agreement • November 18th, 2024 • Callan JMB Inc. • Services-business services, nec • New York
THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Alexander Capital, L.P. (“Holder”), as registered owner of this Common Stock Purchase Warrant (this “Purchase Warrant”), to Callan JMB Inc. a Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time from one hundred eighty (180) days following [_______], 2024, (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [_____]1, 2029 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up [_____] shares (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Dat
EXCHANGE AND REORGANIZATION AGREEMENTExchange and Reorganization Agreement • December 17th, 2024 • Callan JMB Inc. • Services-business services, nec • Nevada
This EXCHANGE AND REORGANIZATION AGREEMENT (this “Agreement”), dated as of November 14, 2024, is entered into by and among Callan JMB Inc., a Nevada corporation (the “Company”), and the sole stockholders of the Company as listed on Schedule A hereto (each a “Stockholder,” and collectively, the “Stockholders”). Each of the Stockholders, and the Company is a “party” to this Agreement, and one of more of them are the “parties” hereto as the context may require.
Underwriters’ Warrant AgreementUnderwriters’ Warrant Agreement • December 17th, 2024 • Callan JMB Inc. • Services-business services, nec • New York
THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of [_____] (“Holder”), as registered owner of this Common Stock Purchase Warrant (this “Purchase Warrant”), to Callan JMB Inc. a Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time from one hundred eighty (180) days following [_______], 2024, (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [_____]1, 2029 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up [_____] shares (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company a
INDEPENDENT DIRECTORS AGREEMENTIndependent Directors Agreement • November 18th, 2024 • Callan JMB Inc. • Services-business services, nec
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee hereby agree as follows:
REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGEReorganization Agreement and Plan of Share Exchange • December 17th, 2024 • Callan JMB Inc. • Services-business services, nec • Nevada
This REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE (this “Agreement”), dated as of February 2, 2024, is entered into by and among Coldchain Technology Services, LLC, a Texas limited liability company (“Coldchain”), Callan JMB Inc., a Nevada corporation (the “Holding Company”), and certain members of Coldchain listed on the Schedule A hereto (each a “Member,” and collectively, the “Members”). Each of the Members, Coldchain and the Holding Company is a “party” to this Agreement, and one of more of them are the “parties” hereto as the context may require.
