WARRANT AGENT AGREEMENTWarrant Agent Agreement • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • Delaware
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2022 (the “Issuance Date”) is between Curative Biotechnology, Inc., a Florida corporation (the “Company”), and Issuer Direct Corporation (the “Warrant Agent”).
Underwriting AgreementUnderwriting Agreement • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • New York
SECURITY AGREEMENTSecurity Agreement • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • New York
SECURITY AGREEMENT, dated as of March 2, 2022 (this “Agreement”), between Curative Biotechnology, Inc., a Florida limited liability company (the “Company” or the “Debtor” and collectively with any other Debtor from time to time hereunder, the “Debtors”) and the holders of the Company’s 12.5% Senior Secured Note due March 2, 2023 in aggregate principal amount of $1,142,857.14 (the “Note”), signatory hereto, its endorsees, transferees and assigns (individually referred to as, the “Secured Party” and collectively referred to as, the “Secured Party”). Any terms not defined herein shall have the definition ascribed to them in the Purchase Agreement and Note.
CURATIVE BIOTECHNOLOGY, INC.Restricted Stock Award Agreement • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • Florida
Unless otherwise defined herein, the terms defined in the Curative Biotechnology, Inc. 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement (the “Award Agreement”).
COMMON STOCK PURCHASE WARRANT Curative biotechnology, inc.Curative Biotechnology Inc • November 7th, 2022 • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder,” provided that a “Holder” shall include, if the Warrants are held in “street name,” a Participant, any designee appointed by such Participant and each “beneficial owner” of such Warrants) 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 here of (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●], 2027 or the Redemption Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Curative Biotechnology, Inc., a Florida corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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). This Warrant shall init
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as March 2, 2022, among Curative Biotechnology, Inc, a Florida corporation whose principal place of business is located at 1825 NW Corporate Blvd., Suite 110 Boca Raton, FL 33431 (the “Company”) and the Purchaser identified on the signature pages hereto (including their successors and assigns, the “Purchaser”).
COMMON STOCK PURCHASE WARRANT CURATIVE BIOTECHNOLOGY, Inc.Curative Biotechnology Inc • November 7th, 2022 • Biological products, (no disgnostic substances) • Florida
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Paul Michaels (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 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Curative Biotechnology, Inc., a Florida corporation (the “Company”), up to 5,000,000 shares (the “Warrant Shares”) of common stock of the Company (“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).
ContractCurative Biotechnology Inc • November 7th, 2022 • Biological products, (no disgnostic substances) • New York
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 SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2022 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • Florida
Employment agreement (“the Agreement”) dated as of October 1, 2020 between Connectyx Technologies Holdings Group 1825 NW Corporate Boulevard, Suite 110 Boca Raton, FL 33431 (“the Company”) and I Richard Garr, an individual with an address of 1024 Casuarina Road Delray Beach, FL 33483 (“the employee”)
COMMON STOCK PURCHASE WARRANTCurative Biotechnology Inc • November 7th, 2022 • Biological products, (no disgnostic substances) • Florida
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*], (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 “Issue Date”) and on or prior to the close of business on the five (5) year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Connectyx Technologies Holdings Group, Inc., a Florida corporation (the “Company”), up to TWO HUNDRED FIFTY THOUSAND shares (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).
CURATIVE BIOTECHNOLOGY, INC. STOCK OPTION AGREEMENTEquity Incentive Plan • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • Florida
Unless otherwise defined herein, the terms defined in the Curative Biotechnology, Inc. 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement, which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant attached hereto as Exhibit A , and all appendices and exhibits attached thereto (all together, the “Award Agreement”).
COMMON STOCK PURCHASE WARRANT CURATIVE BIOTECHNOLOGY, Inc.Curative Biotechnology Inc • November 7th, 2022 • Biological products, (no disgnostic substances) • Florida
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*] (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 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Curative Biotechnology, Inc., a Florida corporation (the “Company”), up to 3,500,000 shares (the “Warrant Shares”) of common stock of the Company (“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).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • New York
This Intellectual Property Security Agreement (“IP Security Agreement”) dated as of March 2, 2022, is made and entered into by and among Curative Biotechnology, Inc., a Florida corporation (the “Company”), any subsidiary of the Company that is a signatory hereto either now joined or joined in the future (such subsidiaries, together with the Company, the “Debtors”), and Puritan Partners LLC, as Holder of the 12.5% Senior Secured Notes due March 2, 2023 in aggregate principal amount of $1,142,857.14 (the “Notes”) of the Company.
COMMON STOCK PURCHASE WARRANT CURATIVE BIOTECHNOLOGY, INC.Curative Biotechnology Inc • November 7th, 2022 • Biological products, (no disgnostic substances) • Florida
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*] (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 three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Curative Biotechnology, Inc. a Florida corporation (the “Company”), up to [*] shares (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).
COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR INTRAMURAL-PHS CLINICAL RESEARCHCooperative Research and Development Agreement • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • District of Columbia
This Agreement is based on the model Cooperative Research and Development Agreement (“CRADA”) adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), which are agencies of the PHS within the Department of Health and Human Services (“HHS”).
EXCLUSIVE OPTION AGREEMENT FOR PURCHASE OF PATENT RIGHTSExclusive Option Agreement • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • Florida
This Agreement is made as of the date set forth above the signatures of the parties below (the “EFFECTIVE DATE”), by and between IEM INC., A Florida Corporation located in Palm Beach County (“IEM”) and CONNECTYX TECHNOLOGIES HOLDINGS
LICENSE, FUNDING AND OPERATIONAL AGREEMENTLicense, Funding and Operational Agreement • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • Pennsylvania
This License Agreement (this “Agreement”) is made and is effective this 1st day of October 2021, (the “Effective Date”) between Mid-Atlantic BioTherapeutics, Inc (hereinafter MABT), a Delaware corporation (“Licensor”) and Curative Biotechnology, Inc. (hereinafter CUBT), a Delaware corporation (“Licensee”), and David Horn, LLC as Licensor to MABT, and their respective legitimate successors and/or assigns. Licensors and Licensee are each referred to as a “Party” and collectively referred to as the “Parties.”
LICENSE, FUNDING AND OPERATIONAL AGREEMENTLicense, Funding and Operational Agreement • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • Pennsylvania
This License Agreement (this “Agreement”) is made and is effective this 30th day of September, 2020, (the “Effective Date”) between Mid-Atlantic BioTherapeutics, Inc (hereinafter MABT), a Delaware corporation (“Licensor”) and Connectyx (hereinafter CTYX) Technologies Holdings Group, Inc., a Florida corporation (“Licensee”), and David Horn, LLC as Licensor to MABT, and their respective legitimate successors and/or assigns. Licensors and Licensee are each referred to as a “Party” and collectively referred to as the “Parties.”
PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT – EXCLUSIVE EVALUATION OPTION LICENSE This Agreement is based on the model Patent License Exclusive Agreement adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by...Public Health Service • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • District of Columbia
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Royalty Payment Option), and Appendix G (Shipping Information).
CURATIVE BIOTECHNOLOGY, INC. RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANTRestricted Stock Unit Agreement • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • Florida
Unless otherwise defined herein, the terms defined in the Curative Biotechnology, Inc. 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement, which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A , and all appendices and exhibits attached thereto (all together, the “Award Agreement”).
PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT – EXCLUSIVEPublic Health Service • November 7th, 2022 • Curative Biotechnology Inc • Biological products, (no disgnostic substances) • District of Columbia
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), and Appendix G (Royalty Payment Options).
