CLASS B ORDINARY SHARE PURCHASE WARRANT MAINZ BIOMED N.V.Warrant Agreement • December 9th, 2024 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
THIS CLASS B ORDINARY SHARE 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 [ ], 2024 (the “Initial Exercise Date”) and on or prior to the earlier of (i) [ ], 2025 or (ii) 30 days following the public disclosure of positive results from the eAArly Detect 2 study (either date being the “Termination Date”) but not thereafter, to subscribe for and purchase from Mainz Biomed N.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Ordinary Shares. The purchase price of one share of Ordinary Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 9th, 2024 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of [_______], 2024, between Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AMENDMENT AGREEMENTPre-Paid Advance Agreement • December 9th, 2024 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
This Amendment Agreement, dated as of December ___, 2024 (this “Amendment”), is entered into between Mainz Biomed N.V., a Dutch public company with limited liability (“Company”), and YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”).
CONFIDENTIAL December [-], 2024Placement Agent Agreement • December 9th, 2024 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
This agreement (the “Agreement”) constitutes the agreement between Mainz Biomed N.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law (the “Company”), and Maxim Group LLC (“Maxim” or the “Lead Manager”), that Maxim shall serve as the exclusive lead placement agent for the Company, on a “reasonable best efforts” basis (a “Placement”), in connection with the proposed offerings of securities (the “Securities”) of the Company. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the Lead Manager and, if a direct placement, the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein grants Maxim the power or authority to bind the Company or any Purchaser or creates an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Plac
mainz biomed n.v. and TRANSHARE CORPORATION, as Warrant Agent Warrant Agency Agreement Dated as of [ ] __, 2024 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • December 9th, 2024 • Mainz Biomed N.V. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of [ ] __, 2024 (“Agreement”), between Mainz Biomed N.V., a public company with limited liability (naamloze vennootschap) under Dutch law (the “Company”), and Transhare Corporation, a corporation organized under the laws of Florida (the “Warrant Agent”).
Lock-Up AgreementLock-Up Agreement • December 9th, 2024 • Mainz Biomed N.V. • Pharmaceutical preparations
