SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 23rd, 2018 • Vitality Biopharma, Inc. • Services-commercial physical & biological research • Nevada
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of October 19, 2018, between Vitality Biopharma, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto, (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT vitality Biopharma, Inc.Common Stock Purchase Warrant • October 23rd, 2018 • Vitality Biopharma, Inc. • Services-commercial physical & biological research
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 ten (10) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vitality Biopharma, Inc., a Nevada 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).
SHARE EXCHANGE AGREEMENT by and between VITALITY BIOPHARMA, INC. and SUMMIT HEALTHTECH, INC.Share Exchange Agreement • October 23rd, 2018 • Vitality Biopharma, Inc. • Services-commercial physical & biological research • Nevada
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of October 19, 2018 by and between Vitality Biopharma, Inc. (“Vitality Biopharma”), a Nevada corporation, and the shareholders of Summit Healthtech, Inc., (“Summit Healthtech”), a Nevada corporation. Vitality Biopharma and the shareholders of Summit Healthtech are sometimes referred to herein each as a “Party” and collectively as the “Parties”.
LOCK-UP AGREEMENTLock-Up Agreement • October 23rd, 2018 • Vitality Biopharma, Inc. • Services-commercial physical & biological research • Nevada
The undersigned irrevocably agrees with Vitality Biopharma, Inc., a Nevada corporation (the “Company”), that, from the date hereof (the “Commencement Date”) until [October ___, 2021] (such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act
SHARE RESTRICTION AGREEMENTShare Restriction Agreement • October 23rd, 2018 • Vitality Biopharma, Inc. • Services-commercial physical & biological research • Nevada
THIS SHARE RESTRICTION AGREEMENT (the “Agreement”) is made effective as of the ____ day of ______, 2018, among SUMMIT HEALTHTECH, INC., a Nevada corporation (“Buyer”), THE CONTROL CENTER, INC., a California corporation, and (the “Company”), and DR. REEF KARIM (the “Shareholder”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 23rd, 2018 • Vitality Biopharma, Inc. • Services-commercial physical & biological research • Nevada
This SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 12, 2018 (the “Effective Date”), by and among SUMMIT HEALTHTECH, INC., a Nevada corporation (“Buyer”), THE CONTROL CENTER, INC., a California corporation (the “Company”), and DR. ARIF (REEF) KARIM (the “Shareholder”). Buyer, the Company, and the Shareholder are referred to collectively herein as the “Parties” and individually as a “Party.” Certain terms used in this Agreement are defined in Article 7 below.
