COMMON STOCK PURCHASE WARRANT CONVERSION LABS, INC.Common Stock Purchase Warrant • November 4th, 2020 • Conversion Labs, Inc. • Miscellaneous manufacturing industries
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 November 3, 2020 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Conversion Labs, Inc., a Delaware corporation (the “Company”), up to 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 12th, 2021 • Conversion Labs, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 11, 2021, is by and among Conversion Labs, Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2021 • Conversion Labs, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 11, 2021, is by and among Conversion Labs, Inc., a Delaware corporation (the “Company”), and each of the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SECURITY AGREEMENTSecurity Agreement • June 3rd, 2021 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine • New York
This SECURITY AGREEMENT, dated as of June 1, 2021 (this “Agreement”), is among LifeMD PR, LLC, a limited liability company organized and existing under the laws of Puerto Rico, and LegalSimpli Software, LLC, a limited liability company organized and existing under the laws of Puerto Rico (each, a “Debtor”, and together, the “Debtors”), subsidiaries of LifeMD, Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”) and the holders of the Company’s Senior Secured Redeemable Debentures due June 1, 2024, in the original aggregate principal amount of $15,000,000.00 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
LIFEMD, INC. Common Stock (par value $0.01 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • June 8th, 2021 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine • New York
SECURED CONVERTIBLE NOTE DUE MAY 29, 2019Convertible Security Agreement • June 1st, 2018 • Immudyne, Inc. • Medicinal chemicals & botanical products • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of IMMUDYNE, INC., a Delaware corporation, (the “Borrower”), having its principal place of business at 1460 Broadway, New York, NY 10036, fax: [REQUIRES COMPLETION], due May 29, 2019 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
COMMON STOCK PURCHASE WARRANT LIFEMD, INC.Common Stock Purchase Agreement • June 3rd, 2021 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ], a limited liability company organized and existing under the laws of Delaware, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, including Section 1(e) hereof, 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 1, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LifeMD, Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”), up to 1,500,000 shares of common stock (“Common Stock”) of the Company, par value $0.01 (the “Warrant Shares”) subject to the provisions of Section 1(e). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b). This Warrant is being issued in connection with that c
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2018 • Immudyne, Inc. • Medicinal chemicals & botanical products • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 29, 2018, by and among Immudyne, Inc., a Delaware corporation, with headquarters located at 1460 Broadway, New York, NY 10036 (the “Company”), and the investors listed on the Schedule of Purchasers attached hereto (each, a “Purchaser” and collectively, the “Purchasers”).
EXHIBIT A LIFEMD, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • August 9th, 2023 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This Director and Officer Indemnification Agreement, dated as of June 13, 2023 (the “Agreement”), is made by and between LifeMD, Inc., a Delaware corporation (the “Company”), and Brad Roberts (the “Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 19th, 2019 • Conversion Labs, Inc. • Miscellaneous manufacturing industries • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 15, 2019, between Conversion Labs, Inc., a Delaware corporation and includes any successor Company thereto (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • June 3rd, 2021 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine • New York
This SECURITY AGREEMENT, dated as of June 1, 2021 (this “Agreement”), is among LifeMD, Inc., a corporation incorporated under the laws of the State of Delaware (the “Company” and the “Debtor”) and the holders of the Company’s Senior Secured Redeemable Debentures due June 1, 2024, in the original aggregate principal amount of $15,000,000.00 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
COMMON STOCK PURCHASE WARRANT CONVERSION LABS, INC.Security Agreement • August 19th, 2019 • Conversion Labs, Inc. • Miscellaneous manufacturing industries
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________, or its registered assigns (the “Holder”), with an address at: _________________________________, 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 the close of business on the ten (10) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CONVERSION LABS, INC., a Delaware corporation (the “Company”), up to 1,826,087 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Shares. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
DIRECTOR AGREEMENTDirector Agreement • May 2nd, 2024 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This DIRECTOR AGREEMENT is made as of April 26, 2024 (the “Agreement”), by and between LifeMD, Inc., a Delaware corporation (the “Company”), and Dr. Calum MacRae, an individual with an address of 34 Yarmouth Road, Wellesley Hills, MA 02481 (the “Director”).
SECURITY AGREEMENTSecurity Agreement • June 1st, 2018 • Immudyne, Inc. • Medicinal chemicals & botanical products • New York
This SECURITY AGREEMENT, dated as of May 29, 2018 (this “Agreement”), is among Immudyne, Inc., a Delaware corporation (the “Company”), each Subsidiary of the Company which shall become a party to this Agreement by execution and delivery of the form annexed hereto as Annex A and the Subsidiary Guaranty annexed thereto (each such Subsidiary, a “Guarantor” and together with the Company, the “Debtors”), Alpha Capital Anstalt, as collateral agent (the “Collateral Agent”) for and the holders of the Company’s Secured Convertible Notes issued at or about May 29, 2018, in the original aggregate principal amount of up to $550,000 and such other of the Company’s secured Convertible Notes which may be issued in the future (collectively, the “Notes”) (collectively, the “Secured Parties”).
DIRECTOR AGREEMENTDirector Agreement • October 12th, 2017 • Immudyne, Inc. • Medicinal chemicals & botanical products • Texas
This DIRECTOR AGREEMENT ("Agreement") is dated as of October 1, 2017, between IMMUDYNE, INC., a Delaware corporation (the "Company"), and Michael T. Borenstein, MD, PHD ("Director''). The Company and the Director are hereinafter sometimes referred to collectively as the "Parties" and individually as a "Party."
CONVERSION LABS, INC.Lock-Up Agreement • November 4th, 2020 • Conversion Labs, Inc. • Miscellaneous manufacturing industries • New York
LOAN AND SECURITY AGREEMENT Dated as of March 21, 2023 between LIFEMD, INC., a Delaware corporation as “Borrower”, and AVENUE VENTURE OPPORTUNITIES FUND II, L.P., a Delaware limited partnership, (“Avenue 2”), as a lender, andLoan and Security Agreement • March 23rd, 2023 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine • California
Borrower, Lenders and Agent anticipate entering into one or more transactions pursuant to which each Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower, Lenders and Agent which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 14th, 2023 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS AGREEMENT (this “Agreement”) is made effective as of November 13, 2023 (the “Grant Date”) between LifeMD, Inc. (the “Company”) and Justin Schreiber (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 4th, 2021 • Conversion Labs, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
This EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of January 14, 2021, (the “Effective Date”), by and between CONVERSION LABS, INC., a Delaware corporation (the “Company”), and Corey Deutsch, an individual and resident of the State of Connecticut (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2023 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine
This EMPLOYMENT AGREEMENT (this “Agreement”), effective as of October 1, 2019, is entered into between Conversion Labs, Inc., a Delaware corporation (“Company” or “Employer”), a corporation, and Michael Angulo (“Employee”), an individual.
LIFEMD, INC. NON-QUALIFIED STOCK OPTION AGREEMENT DIRECTORNon-Qualified Stock Option Agreement • June 22nd, 2023 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS NON-QUALIFIED STOCK OPTION is granted as of June 20, 2023 (the “Grant Date”), and reflected in this NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) by and between LifeMD, Inc. (the “Company”) and William Febbo the “Optionee”).
LEASE CABOT INDUSTRIAL PROPERTIES, L.P. Landlord, and IMMUDYNE, INC., TenantLease Agreement • December 5th, 2012 • Immudyne, Inc. • Medicinal chemicals & botanical products
By this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in the Building as set forth and described on the Reference Pages. The Premises are depicted on the floor plan attached hereto as Exhibit A, and the Building is depicted on the site plan attached hereto as Exhibit A-1. The Reference Pages, including all terms defined thereon, are incorporated as part of this Lease.
1,400,000 Shares LIFEMD, INC. 8.875% Series A Cumulative Perpetual Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 4th, 2021 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine • New York
Maturity Date: Perpetual (unless redeemed by us on or after October 15, 2022 or in connection with a change of control or delisting event).
NOTE REPAYMENT AND WARRANT AMENDMENT AGREEMENTNote Repayment and Warrant Amendment Agreement • May 19th, 2020 • Conversion Labs, Inc. • Miscellaneous manufacturing industries
THIS NOTE REPAYMENT AND WARRANT AMENDMENT AGREEMENT (“Agreement”) is entered into as of February 25, 2020, by and between Conversion Labs, Inc., a Delaware corporation (the “Company”), and Alpha Capital Anstalt (the “Holder”). The Company and the Holder may each hereinafter be referred to individually as a “Party” and together as the “Parties”.
3,333,334 Shares LIFEMD, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 4th, 2021 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine • New York
RESTRICTED STOCK AWARD AGREEMENT DIRECTORSRestricted Stock Award Agreement • May 2nd, 2024 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS RESTRICTED STOCK AWARD (this “Agreement”) is granted as of April 26, 2024 (the “Grant Date”), and reflected in this RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) between LifeMD, Inc. (the “Company”), and Dr. Calum MacRae (the “Director”).
CONVERSION LABS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT DIRECTORNon-Qualified Stock Option Agreement • January 14th, 2021 • Conversion Labs, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics • Nevada
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of the ______, 20__ (the “Effective Date”), by and between Conversion Labs, Inc. (the “Company”) and _____________ (the “Optionee”).
SECOND CONSULTING SERVICES AGREEMENTConsulting Services Agreement • August 9th, 2023 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine • New York
This Second Consulting Services Agreement (“Consulting Agreement” or the “Agreement”) is made effective as of June 14, 2023 (the “Effective Date”), by and between Naveen Bhatia, an individual with an address at 1327 Bay Head Road, Annapolis, MD 21409 (the “Consultant”) and LifeMD, Inc., a corporation with an address of 236 Fifth Avenue, Suite 400, New York, NY 10001 (the “Company”) (the Company and Consultant together the “Parties” or individually a “Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 24th, 2020 • Conversion Labs, Inc. • Miscellaneous manufacturing industries • California
This EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of July 26, 2018 (the “Effective Date”), by and between CONVERSION LABS, INC., a Delaware corporation (the “Company”), and Nicholas Alvarez, an individual and resident of the State of California (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2017 • Immudyne, Inc. • Medicinal chemicals & botanical products • Texas
This EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of July 1, 2017 (the “New Effective Date”), by and between IMMUDYNE, INC., a Delaware corporation (the “Company”), and Mark McLaughlin, an individual and resident of the State of New York (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 31st, 2024 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 11, 2023, is made and entered into by and between LifeMD, Inc., a Delaware corporation (the “Company”) and Jason Pharmaceuticals, Inc., a Maryland corporation (“Holder”).
RESTRICTED STOCK AWARD AGREEMENT DIRECTORSRestricted Stock Award Agreement • December 21st, 2022 • LifeMD, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS RESTRICTED STOCK AWARD (this “Agreement”) is granted as of December 15, 2022 (the “Grant Date”), and reflected in this RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) between LifeMD, Inc. (the “Company”), and Kate Walsh (the “Director”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2021 • Conversion Labs, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics
This EMPLOYMENT AGREEMENT (“Agreement’) is made effective as of January 11, 2021 (the “Effective Date”), by and between CONVERSION LABS PR, LLC a Puerto Rico limited liability company (the “Company”) that qualifies under Act No. 20 of 2012 (“Export Services Act”), and Anthony Puopolo, MD, an individual and resident of the Commonwealth of Puerto Rico (the “Employee”). The Company and Employee are hereinafter sometimes referred to collectively as the “Parties” and individually as a “Party.”
IMMUDYNE, INC. CONSULTING AGREEMENTConsulting Agreement • October 23rd, 2017 • Immudyne, Inc. • Medicinal chemicals & botanical products • New York
This Consulting Agreement (this “Agreement”) is made and entered into as of October 2, 2017 (the “Effective Date”) by and between Immudyne, Inc., a Delaware corporation with its principal place of business at 50 Spring Meadow Road, Mt. Kisco, New York 10649 (the “Company”), and Robert Kalkstein (“Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”).
Amended Operating AgreementOperating Agreement • June 1st, 2018 • Immudyne, Inc. • Medicinal chemicals & botanical products • Puerto Rico
THIS AMENDED OPERATING AGREEMENT of LegalSimpli Software, LLC (the “Company”) is entered into as of the date set forth on the signature page of this Agreement by each of the Members listed on Exhibit A of this Agreement.
