UNDERWRITING AGREEMENTUnderwriting Agreement • July 3rd, 2018 • ADiTx Therapeutics, Inc. • Pharmaceutical preparations • New York
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • July 3rd, 2018 • ADiTx Therapeutics, Inc. • Pharmaceutical preparations • West Virginia
This Escrow Deposit Agreement (this “Agreement”) dated as of this 3rd day of July, 2018, by and among ADITX THERAPEUTICS, INC., a Delaware corporation (the “Company”), having an address at 11161 Anderson Street, Suite 105-10014, Loma Linda, CA 92354, NETWORK 1 FINANCIAL SECURITIES, INC. (the “Underwriter”), having an address at 2 Bridge Avenue, Suite 241, Red Bank, NJ 07701, and MVB BANK, INC., a West Virginia corporation (the “Escrow Agent”), having its headquarters at 301 Virginia Ave, Fairmont, WV 26554. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Offering Statement on Form 1-A, dated March 30, 2018, filed with the U.S. Securities and Exchange Commission (the “SEC”), including all amendments, attachments, schedules and exhibits thereto (the “Offering Statement”).
ADITX THERAPEUTICS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • July 3rd, 2018 • ADiTx Therapeutics, Inc. • Pharmaceutical preparations • New York
This Subscription Agreement (this “Subscription Agreement”) is dated _____________ ___, 2018, by and between the undersigned, identified on the Signature Page hereto (the “Investor”), and ADITX THERAPEUTICS, INC., a Delaware corporation (the “Company”).
CONSULTING AGREEMENTConsulting Agreement • July 3rd, 2018 • ADiTx Therapeutics, Inc. • Pharmaceutical preparations
THE REGISTERED HOLDER OF THIS WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT THIS WARRANT AND WARRANT SHARES WILL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGE, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR...Common Stock Purchase Warrant • July 3rd, 2018 • ADiTx Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT 180 DAYS IMMEDIATELY FOLLOWING THE DATE OF QUALIFICATION OR COMMENCEMENT OF SALES OF THE PUBLIC OFFERING] AND VOID AFTER 5:00 P.M., EASTERN TIME, ON [FIFTH ANNIVESARY OF QUALIFICATION DATE OF OFFERING].
AMENDMENT NO. 1 TO ENGAGEMENT AGREEMENTEngagement Agreement • July 3rd, 2018 • ADiTx Therapeutics, Inc. • Pharmaceutical preparations • New York
This Amendment No. 1 to Engagement Agreement, dated July 2, 2018, (this “Amendment”), is made by and between ADiTx Therapeutics, Inc. (the “Company”), and Network 1 Financial Securities, Inc. (“Network 1,” and together with the Company, the “Parties”, and each, a “Party”).
