UNDERWRITING AGREEMENTUnderwriting Agreement • May 1st, 2024 • Kairos Pharma, LTD. • Pharmaceutical preparations • New York
The undersigned, Kairos Pharma, Ltd., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
ContractPurchase Warrant Agreement • May 1st, 2024 • Kairos Pharma, LTD. • Pharmaceutical preparations • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES, BY ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING [●], 202[●] (THE “EFFECTIVE DATE”), WHICH IS THE COMMENCEMENT OF SALES OF COMMON STOCK IN THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE REPRESENTATIVE OF THE UNDERWRITERS AS CONSIDERATION (THE “OFFERING”): (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS, PARTNERS, REGISTERED PERSONS OR AFFILIATES OF BOUSTEAD SECURITIES, LLC, EACH OF WHICH SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINANCIAL INDUSTRY REGULATORY AUTHORITY (“FINRA”) RULE 5110(E)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED
SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • May 1st, 2024 • Kairos Pharma, LTD. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this “Amendment”) is made and entered into as of March 7, 2024 by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation (“CSMC”) and KAIROS PHARMA, LTD., a California corporation (“Licensee”), under the following circumstances:
THIRD AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • May 1st, 2024 • Kairos Pharma, LTD. • Pharmaceutical preparations
THIS THIRD AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this “Amendment”) is made and entered into as of March 7, 2024 by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit public benefit corporation (“CSMC”) and ENVIRO THERAPEUTICS, INC., a California corporation (“Licensee”), under the following circumstances:
CONVERSION AGREEMENTConversion Agreement • May 1st, 2024 • Kairos Pharma, LTD. • Pharmaceutical preparations • California
This CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of March 7, 2024, by and between Cedars-Sinai Medical Center, a California nonprofit public benefit corporation (“Cedars-Sinai”), on the one hand, and Kairos Pharma, Ltd., a Delaware corporation (“Kairos”), and Enviro Therapeutics, Inc., a California corporation and wholly-owned subsidiary of Kairos (“Enviro” and together with Kairos, the “Company”), on the other hand.
