Acesis Holdings Corp. Sample Contracts

ACESIS HOLDINGS CORPORATION Warrant To Purchase Common Stock
Acesis Holdings Corp. • September 15th, 2023 • Biological products, (no disgnostic substances) • New York

Acesis Holdings Corporation, a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Boustead Securities, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, Company common stock, par value $0.001 (“Common Stock”) (including any Warrants to purchase shares issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof but not after 11:59 p.m., Eastern Time, on the Expiration Date (as defined below), ___________(subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (the “Warrant Shares”). This Warrant is issued pursuant to that certain Engagement Letter, dated as of September 1, 2022, by and between the Company and Boustead Securitie

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THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT (A)...
Common Stock Purchase Warrant • September 15th, 2023 • Acesis Holdings Corp. • Biological products, (no disgnostic substances) • New York

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [*], 2023 (THE DATE OF ISSUANCE). VOID AFTER 5:00 P.M., EASTERN TIME, [*], 2028 (THE DATE THAT IS FIVE YEARS FROM COMMENCEMENT OF SALES OF COMMON STOCK IN THE OFFERING).

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SUBSCRIPTION AGREEMENT (This “Agreement”)
Subscription Agreement • September 15th, 2023 • Acesis Holdings Corp. • Biological products, (no disgnostic substances) • Nevada

Subscription. The undersigned (sometimes referred to herein as the “Investor” or “I” or “me”) hereby subscribes for and agrees to purchase the Securities (as defined below) of Acesis Holdings Corporation, a Nevada corporation (the “Company”), for the purchase price (the “Purchase Price”) set forth on the signature page hereto, on the terms and conditions described herein, in the investor package of which this Agreement forms a part (the “Investor Package”) and in the other exhibits to the Investor Package (collectively, the “Offering Documents”). Terms used but not defined herein are as defined elsewhere in the Offering Documents. The Company is seeking to raise a minimum of $250,000 (the “Minimum Offering Amount”) and maximum of $1,500,000 (the “Maximum Offering Amount”) in this Offering. The minimum amount of investment required from any one subscriber to participate in this Offering is $25,000, however, the Company reserves the right, in its sole discretion, to accept subscriptions

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Scientific Advisory Board Agreement
Scientific Advisory Board Agreement • September 15th, 2023 • Acesis Holdings Corp. • Biological products, (no disgnostic substances) • Colorado

This Scientific Advisory Board Agreement (the “Agreement”), shall be effective as January 1, 2023 (the “Effective Date”), and is entered into by Acesis Biomed US, Inc., with a business address at 9233 Park Meadows Drive Suite 108, Lone Tree, Colorado 80124, USA (the “Company”), and Dr. Ravi Kacker with a business address at 67 Union St #308, Natick, Massachusetts 01760 (the “Advisor”). This Agreement shall replace and supersede any and all previous written agreements between the Company and Advisor regarding Scientific Advisory Board Services.

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Contract
Master Service Agreement • September 15th, 2023 • Acesis Holdings Corp. • Biological products, (no disgnostic substances)

MASTER SERVICE AGREEMENT entered into at the City and District of Montreal, Province of Quebec, Canada, on the date of the last signature.

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EMPLOYMENT AGREEMENT
Employment Agreement • September 15th, 2023 • Acesis Holdings Corp. • Biological products, (no disgnostic substances) • Colorado

EMPLOYMENT AGREEMENT, dated January 1, 2023 (the “Effective Date”) between Konstantinos (Costas) N. Karatzas, personally, or through CNKonsulting Inc., a corporation solely owned and controlled by Dr. Karatzas and residing at 251 Sherwood road, Beaconsfield, Quebec, Canada, H9W 2H4 (“Executive”) and Acesis Holdings Corporation, a Nevada corporation (“Company”), its wholly-owned subsidiaries Acesis Biomed Ltd., a company incorporated in England & Wales (company number 13179812)(“Acesis UK”), and Acesis Biomed US, Inc., a Colorado corporation (“Acesis US”) (all three of which together comprise the “Group or Company”). This agreement shall supersede and replace all previous consulting or employment agreements between any Group company and Executive, which prior agreements shall become null and void upon the execution hereof.

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REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE
Reorganization Agreement and Plan of Share Exchange • September 15th, 2023 • Acesis Holdings Corp. • Biological products, (no disgnostic substances) • Nevada

This REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE (this “Agreement”), dated as of November 15, 2022, is entered into by and among Acesis Holdings Corporation, a Nevada corporation (the “Holding Company”), Acesis Biomed Limited, incorporated in England and Wales (the “UK Company”), and the shareholder of UK Company identified on Schedule A hereto (a ”Shareholder” and together with all other shareholders of UK Company, collectively, the “Shareholders”). The Holding Company, the UK Company and the other Shareholders are entering into agreements identical in all respects to this Agreement except for the name of the shareholder party and the holdings of that shareholder described on Schedule A to each such agreement (collectively the “Agreements”). Each of the Shareholder, UK Company and the Holding Company is a “party” to this Agreement, and one of more of them are the “parties” hereto as the context may require.

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Scientific Advisory Board Agreement
Scientific Advisory Board Agreement • September 15th, 2023 • Acesis Holdings Corp. • Biological products, (no disgnostic substances) • Colorado

This Scientific Advisory Board Agreement (the “Agreement”), shall be effective as of January 1, 2023 (the “Effective Date”), and is entered into by Acesis Biomed US, Inc., with a business address at 9233 Park Meadows Drive - Suite 108, Lone Tree, Colorado 80124, USA (the “Company”), and Peter Yiwen Liu, MD, PhD with a business address 1124 W Carson St Bldg RB1, Torrance, California 90502 (the “Advisor”). This Agreement shall replace and supersede any and all previous written agreements between the Company and Advisor regarding Scientific Advisory Board Services.

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FIRST AMENDMENT TO THE LICENSE AGREEMENT
The License Agreement • September 15th, 2023 • Acesis Holdings Corp. • Biological products, (no disgnostic substances) • Quebec

This First Amendment (the “Amendment”), dated as set forth on the signature page below and effective as of January 6, 2016 is being entered into between: IASO BioMed, Inc., a Colorado corporation (the “Licensee”), and herein acting and represented by its duly authorised representatives (hereinafter, called “Licensee”), and The Royal Institution for the Advancement of Learning/McGill University, a Canadian University and herein acting and represented by its duly authorised representatives (hereinafter, called “McGill”), and amends the License Agreement, effective as of January 6, 2016 between McGill and Licensee (the “License Agreement”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the License Agreement.

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Consultancy Agreement
Consultancy Agreement • September 15th, 2023 • Acesis Holdings Corp. • Biological products, (no disgnostic substances) • Delaware

This Agreement (this “Agreement”) between Freemind Group LLC, a Delaware limited liability company with its principal place of business at 6 Liberty Square # 2783 Boston, MA 02109 (the “FMG”), and ACESIS HOLDINGS CORPORATION, a Nevada Corporation with offices at 9233 Park Meadows Drive Suite 108, LoneTree, Colorado 80124 UNITED STATES and its wholly owned subsidiaries Acesis BioMed Ltd(“Acesis UK”) a UK Chartered company and Acesis Biomed US, Inc. (“Acesis US”) (the “Company”) shall commence on February 22nd 2023 (the “Effective Date”).

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EXECUTIVE EMPLOYMENT AND NON-COMPETE AGREEMENT
Employment and Non-Compete Agreement • September 15th, 2023 • Acesis Holdings Corp. • Biological products, (no disgnostic substances) • Colorado

THIS AGREEMENT (this “Agreement”) is dated this 1st day of January, 2023 (the “Effective Date”), by and among Acesis Holdings Corporation (the “Company”) a Nevada Corporation with offices at 9233 Park Meadows Drive - Suite 108, Lone Tree, Colorado 80124 UNITED STATES and its wholly owned subsidiaries Acesis BioMed Ltd (“Acesis UK”) a UK Chartered company and Acesis Biomed US, Inc. (“Acesis US”) (which all three together comprise the “Group or Company”), and Duane C. Knight, Jr., personally and individually (“Executive”).

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STANDARD LICENSE AGREEMENT (Spin-off)
Standard License Agreement • September 15th, 2023 • Acesis Holdings Corp. • Biological products, (no disgnostic substances) • Quebec

BETWEEN: The Royal Institution for the Advancement of Learning/McGill University, a Canadian University with principal offices 845 Sherbrooke Street, West, James Administration Building, Montreal, Quebec, H3A 0G4, Canada and herein acting and represented by its duly authorised representatives,

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AMENDED AND RESTATED TECHNOLOGY ASSIGNMENT AGREEMENT
Technology Assignment Agreement • September 15th, 2023 • Acesis Holdings Corp. • Biological products, (no disgnostic substances) • Quebec

This Amended and Restated Technology Assignment Agreement (the “Assignment Agreement”) is effective as of the fifth day of April, 2018 (the “Effective Date”).

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EXECUTIVE EMPLOYMENT AND NON-COMPETE AGREEMENT
Executive Employment and Non-Compete Agreement • September 15th, 2023 • Acesis Holdings Corp. • Biological products, (no disgnostic substances) • Colorado

THIS AGREEMENT (this “Agreement”) is dated this 1st day of January, 2023 (the “Effective Date”), by and among Acesis Holdings Corporation (the “Company”) a Nevada Corporation with offices at 9233 Park Meadows Drive - Suite 108, Lone Tree, Colorado 80124 UNITED STATES and its wholly owned subsidiaries Acesis BioMed Ltd (“Acesis UK”) a UK Chartered company and Acesis Biomed US, Inc. (“Acesis US”) (which all three together comprise the “Group or Company”), and Thomas B. Olson, personally and individually (“Executive”).

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COMMERCIAL AGREEMENT: ACESIS
Commercial Agreement • September 15th, 2023 • Acesis Holdings Corp. • Biological products, (no disgnostic substances)

THIS COMMERCIAL AGREEMENT is between ACESIS HOLDINGS CORPORATION, a Nevada, Corporation and its wholly owned subsidiaries Acesis BioMed Ltd (“Acesis UK”) a UK Chartered company and Acesis Biomed US, Inc. (“Acesis US”), with principle place of business at 9233 Park Meadows Drive Suite 108, LoneTree, Colorado 80124 UNITED STATES (“CLIENT”) and KreaMedica Inc. (“PROVIDER”), which shall be incorporated into the Master Service Agreement between CLIENT and PROVIDER dated 05-MAY-2023.

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