REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 6th, 2018 • Oncolix, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 1, 2018, between Oncolix, Inc., a Florida corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • June 6th, 2018 • Oncolix, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of June 1, 2018 (this “Agreement”), is among Oncolix, Inc., a Florida corporation (the “Company”), all of the Subsidiaries of the Company, (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 10% Senior Secured Original Issue Discount Convertible Notes due August 1, 2019, in the original aggregate principal amount of up to $ 3.0 million (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • June 6th, 2018 • Oncolix, Inc. • Pharmaceutical preparations • New York
SUBSIDIARY GUARANTEE, dated as of June 1, 2018 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Oncolix, Inc., a Florida corporation (the “Company”), and the Purchasers.
COMMON STOCK PURCHASE WARRANT ONCOLIX, INC.Oncolix, Inc. • June 6th, 2018 • Pharmaceutical preparations
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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oncolix, Inc., a Florida corporation (the “Company”), up to _______________________________________________ shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”) (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 6th, 2018 • Oncolix, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 1, 2018 between Oncolix, Inc., a Florida corporation, whose principal place of business is located at 14405 Walters Road, Suite 780, Houston, Texas 77014 (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” or “Holder” and collectively, the “Purchasers” or “Holders”).
LOCK-UP AGREEMENTLock-Up Agreement • June 6th, 2018 • Oncolix, Inc. • Pharmaceutical preparations • New York
Re: Securities Purchase Agreement, dated as of June 1, 2018 (the “Purchase Agreement”), between Oncolix, Inc., a Florida corporation (the “Company”), and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 6th, 2018 • Oncolix, Inc. • Pharmaceutical preparations • New York
This INTERCREDITOR AGREEMENT (the “Agreement”) is executed effective as of June 1, 2018, by and between the holders of $4,190,463 million principal amount of notes originally issued on August 3, 2017, as amended as of the date hereof (“August 2017 Notes”), holders of up to $3.0 million principal amount of notes originally issued on June 1, 2018 (“May 2018 Notes” and collectively with the August 2017 Notes, the “Notes” and the holders of such Notes are referred to as the “Noteholders” or “Holders”), Puritan Partners, LLC, agent to the Noteholders (“Agent”), Oncolix, Inc., a Florida corporation (“Oncolix-Florida”) and Oncolix, Inc., a Delaware corporation (“Oncolix-Delaware” and collectively with Oncolix-Florida, the “Company”).
WAIVER AND AMENDMENT TO TRANSACTION DOCUMENTSIntercreditor Agreement • June 6th, 2018 • Oncolix, Inc. • Pharmaceutical preparations • New York
This Waiver and Amendment to Transaction Documents (this “Waiver and Amendment”), dated as of June 1, 2018, is by and among Oncolix, Inc., a Florida corporation (“Oncolix-Florida”), Oncolix, Inc., a Delaware corporation (“Oncolix-Delaware” and collectively with Oncolix-Florida, “Oncolix” or “Company”), and each of the investors set forth in the signature page hereof (the “Purchasers”) under the Transaction Documents (as defined below).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • June 6th, 2018 • Oncolix, Inc. • Pharmaceutical preparations • New York
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, restated or otherwise modified, this “Agreement”) dated as of June 1, 2018, is made among Oncolix, Inc., a Florida corporation (the “Company”), those subsidiaries of the Company that are signatories hereto (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and Puritan Partners LLC, as Agent (the “Agent”) for the holders of the Company’s 10% Senior Secured Convertible Notes (collectively, the “Notes”) due August 1, 2019, in the original aggregate principal amount of up to $ 3.0 million (together with the Agent, and all of their endorsees, transferees and assigns, collectively, the “Secured Parties”).
10% SENIOR SECURED CONVERTIBLE NOTE DUE AUGUST 1, 2019Oncolix, Inc. • June 6th, 2018 • Pharmaceutical preparations • New York
THIS NOTE is a duly authorized and 10% Senior Secured Convertible Note of Oncolix, Inc., a Florida corporation, having a principal place of business at 14405 Walters Road, Suite 780, Houston, Texas 77014 (the “Company”), designated as its 10% Senior Secured Convertible Notes due August 1, 2019 (this Note, the “Note” and, collectively with the other notes of such series, the “Notes”).
