SERIES C COMMON STOCK PURCHASE WARRANT myos corporationMYOS Corp • March 27th, 2015 • Pharmaceutical preparations
THIS SERIES C 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 May 18, 2015 (the “Initial Exercise Date”) and on or prior to the close of business on the sixty-six month anniversary of the date hereof (the “Termination Date”) but not thereafter, to subscribe for and purchase from MYOS Corporation, 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).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 18th, 2020 • Myos Rens Technology Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [●] and is between MedAvail Holdings, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 7th, 2017 • Myos Rens Technology Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 3, 2017, between MYOS RENS Technology 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”).
SERIES E COMMON STOCK PURCHASE WARRANT myos corporationMYOS Corp • March 27th, 2015 • Pharmaceutical preparations
THIS SERIES E 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 May 18, 2015 (the “Initial Exercise Date”) and on or prior to the close of business on the ninety month anniversary of the date hereof (the “Termination Date”) but not thereafter, to subscribe for and purchase from MYOS Corporation, a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; provided, however, the exercisability of this Series E Warrant shall vest ratably from time to time in proportion to the Holder’s (or its permitted assigns) exercise of the Series D Common Stock Purchase Warrant as compared with all Series D Common Stock Purchase Warrants issued to the Holder at the Closing (“Vesting Schedule”). Notwithstanding anything
RIGHTS AGREEMENT dated as of February 14, 2017 between MYOS RENS TECHNOLOGY INC., as the Company and ISLAND STOCK TRANSFER, as Rights AgentRights Agreement • February 14th, 2017 • Myos Rens Technology Inc. • Pharmaceutical preparations • Nevada
MEDAVAIL HOLDINGS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • August 12th, 2022 • MedAvail Holdings, Inc. • Retail-drug stores and proprietary stores • New York
MedAvail Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
SERIES B WARRANT MYOS CORPORATIONMYOS Corp • January 28th, 2014 • Dairy products
THIS SERIES B 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 fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MYOS Corporation, 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).
WARRANT TO PURCHASE SHARES OF COMMON STOCK of MEDAVAIL, INC. Dated as of [●] Void after the date specified in Section 8Myos Rens Technology Inc. • November 18th, 2020 • Pharmaceutical preparations • Delaware
THIS CERTIFIES THAT, for value received, [________________] or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from MedAvail, Inc., a Delaware corporation (the “Company”), shares of the Shares (as defined below), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection pursuant to the terms of the [●] (the “Agreement”) by and among the Company, the original Holder hereof, and certain of the Investors (as defined therein) by and among the Company and the Warrant Holders (as defined therein). This Warrant is one of a series of warrants which may be issued pursuant to the Agreement (collectively, the “Warrants”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 19th, 2014 • MYOS Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 17, 2014, between MYOS Corporation, 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”).
MYOS RENS TECHNOLOGy inc. cOMMON STOCK SALES AGREEMENTSales Agreement • February 21st, 2017 • Myos Rens Technology Inc. • Pharmaceutical preparations • New York
FORM OF [FIRST/SECOND/THIRD] CLOSING WARRANT MYOS CORPORATIONMYOS Corp • December 22nd, 2015 • Pharmaceutical preparations
THIS [FIRST/SECOND/THIRD] CLOSING WARRANT (the “Warrant”) certifies that, for value received, RENS Technology Inc. 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 fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MYOS Corporation, a Nevada corporation (the “Company”), up to _____________2 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).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 11th, 2021 • MedAvail Holdings, Inc. • Pharmaceutical preparations
WARRANT TO PURCHASE STOCKWarrant to Purchase Stock • February 16th, 2023 • MedAvail Holdings, Inc. • Retail-drug stores and proprietary stores • California
This WARRANT TO PURCHASE STOCK (as amended and in effect from time to time, this “Warrant”) is issued as of the issue date set forth on Schedule I hereto (the “Issue Date”) by the company set forth on Schedule I hereto (the “Company”) to SILICON VALLEY BANK in connection with that certain Loan and Security Agreement dated as of June 7, 2021, by and among, the Company, the Borrowers (a defined therein), Silicon Valley Bank as Agent and the Lenders from time to time party thereto (as may from time to time be further amended, modified, supplemented or restated, collectively, the “Loan Agreement”), and shall be transferred to SVB FINANCIAL GROUP pursuant to Section 6.4 below. The parties agree as follows:
MYOS RENS TECHNOLOGY INC. COMMON STOCK SALES AGREEMENTCommon Stock • July 24th, 2018 • Myos Rens Technology Inc. • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG MEDAVAIL, INC., MATRIX MERGER SUB, INC., AND MYOS RENS TECHNOLOGY INC. Dated as of June 30, 2020Agreement and Plan of Merger and Reorganization • June 30th, 2020 • Myos Rens Technology Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, is made and entered into as of June 30, 2020 (this “Agreement”), by and among MYOS RENS Technology Inc., a Nevada corporation (“Parent”), Matrix Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and MedAvail, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are each a “Party” and referred to collectively herein as the “Parties.” Certain capitalized terms used in this Agreement are defined in Exhibit A.
EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 2015 • MYOS Corp • Pharmaceutical preparations • New Jersey
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made this 17th day of December, 2015 (the “Effective Date”), by and between MYOS Corporation, a Nevada corporation (the “Company”), and K. Bryce Toussaint (the “Executive”).
Steven Urbach President Chardan Capital Markets, LLC 17 State Street Suite 1600 New York, NY 10004 Tel: 646 465 9003 Fax: 646 465 9091 February 3, 2017Myos Rens Technology Inc. • February 7th, 2017 • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between MYOS Corporation (the “Company”) and Chardan Capital Markets, LLC (“Chardan”) that Chardan shall serve as the exclusive placement agent (the “Services”) for the Company, on a reasonable best efforts basis, in connection with the proposed offer and placement (the “Offering”) by the Company of securities of the Company (the “Securities”). The terms of the Offering and the Securities shall be mutually agreed upon by the Company and the investors and nothing herein implies that Chardan would have the power or authority to bind the Company or an obligation for the Company to issue any Securities or complete the Offering. The Company expressly acknowledges and agrees that the execution of this Agreement does not constitute a commitment by Chardan to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Chardan with respect to securing any other financing o
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 6th, 2020 • Myos Rens Technology Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (“Agreement”) is made as of March 2, 2020, by and between MYOS RENS Technology Inc., a Nevada corporation (the “Company”), and each of the purchasers who execute the Purchaser Signature Page hereto (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 14th, 2023 • MedAvail Holdings, Inc. • Retail-drug stores and proprietary stores • Delaware
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of March 9, 2023 (the “Effective Date”) by and among MedAvail Holdings, Inc., a Delaware corporation (the “Company”), and the purchasers listed on the signature pages hereto (each a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in SECTION 9 hereof.
MEDAVAIL TECHNOLOGIES (US) INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • February 22nd, 2022 • MedAvail Holdings, Inc. • Retail-drug stores and proprietary stores • Illinois
This Change in Control and Severance Agreement (the “Agreement”) is made by and between MedAvail Technologies (US) Inc., a Delaware corporation (the “Company”), and Steven B. Hess (“Executive”), effective as of the Effective Date, as defined in Section 7 below.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2023 • MedAvail Holdings, Inc. • Retail-drug stores and proprietary stores • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of March 9, 2023, by and between MedAvail Holdings, Inc., a Delaware corporation (the “Company”) and each “Purchaser” named in the Purchase Agreement (as defined below) (collectively, the “Purchasers”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Purchase Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 28th, 2014 • MYOS Corp • Dairy products • New York
This Securities Purchase Agreement (“Agreement”) is made as of January 27, 2014, by and between MYOS Corporation, a Nevada corporation (the “Company”), and each of the purchasers who execute the Purchaser Signature Page hereto (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 9th, 2020 • Myos Rens Technology Inc. • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of October 9, 2020 (the “Effective Date”) by and among MedAvail, Inc., a Delaware corporation (the “Company”), and the purchasers listed on the signature pages hereto (each a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in SECTION 9 hereof.
INTELLECTUAL PROPERTY PURCHASE AGREEMENTIntellectual Property Purchase Agreement • March 8th, 2011 • Atlas Therapeutics Corp • Retail-miscellaneous retail • New York
This INTELLECTUAL PROPERTY PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 25, 2011 by and among Peak Wellness, Inc., a Connecticut corporation doing business as Peak Wellness Biopharma (“Seller”), Atlas Therapeutics Corporation, a Nevada corporation (“Atlas”), and Atlas Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Atlas (“Buyer”). Seller, Atlas and Buyer are referred to collectively herein as the “Parties”.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • February 10th, 2023 • MedAvail Holdings, Inc. • Retail-drug stores and proprietary stores • Arizona
This Separation Agreement and Release (“Agreement”) is made and entered into by and between Matthew Broome (“Employee”) and MedAvail Technologies (US) Inc., acting on behalf of itself and its parents, affiliates, subsidiaries, and related companies, including, without limitation, MedAvail Holdings, Inc., MedAvail, Inc., MedAvail Pharmacy, Inc. and MedAvail Technologies, Inc., and its subsidiaries, affiliates, and related companies ( “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
ContractMYOS Corp • December 22nd, 2015 • Pharmaceutical preparations • New York
THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT HERETO OR THERETO UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • June 30th, 2020 • Myos Rens Technology Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (this “Second Amendment”) is made and entered into as of June 30, 2020 (the “Effective Date”), by and between MYOS RENS Technology Inc., a Nevada corporation (the “Company”), and Transhare Corporation, as Rights Agent (the “Rights Agent”).
SECURITY AGREEMENTSecurity Agreement • March 3rd, 2011 • Atlas Therapeutics Corp • Retail-miscellaneous retail • New York
This Security Agreement (the “Security Agreement”) dated this 25th of February 2011, is made and executed by and between Peak Wellness, Inc., a Connecticut corporation doing business as Peak Wellness Biopharma (“Secured Party”), and Atlas Acquisition Corp., a Nevada corporation (“Grantor”).
VOTING AGREEMENTVoting Agreement • June 30th, 2020 • Myos Rens Technology Inc. • Pharmaceutical preparations • Delaware
This Voting Agreement (this “Agreement”) is entered into as of June 30, 2020 by and between MYOS RENS Technology, Inc., a Nevada corporation (“Parent”) and the undersigned stockholders (each, solely as to himself, herself or itself, “Stockholder”) of Parent. Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below). If the terms of this Agreement conflict in any way with the provisions of the Merger Agreement, then the provisions of the Merger Agreement shall control.
ESCROW AGREEMENTEscrow Agreement • June 27th, 2007 • Marvin's Place, Inc.
This escrow agreement is executed on the 31st day of May 2007 and is between MARVIN’S PLACE, INC. (the “Issuer”) and Randall Henderson, Esq. (the “Escrow Agent”).
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • March 3rd, 2011 • Atlas Therapeutics Corp • Retail-miscellaneous retail
This Intellectual Property Assignment Agreement (“Agreement”) dated this 25th day of February 2011, is made and executed by and between Peak Wellness, Inc., a Connecticut corporation doing business as Peak Wellness Biopharma (“Assignor”), and Atlas Acquisition Corp., a Nevada corporation (“Assignee”). Assignor and Assignee shall be collectively referred to as the Parties.
FIRST AMENDMENT, CONSENT AND DEFAULT WAIVER TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 16th, 2023 • MedAvail Holdings, Inc. • Retail-drug stores and proprietary stores • California
This FIRST AMENDMENT, CONSENT AND DEFAULT WAIVER to Loan and Security Agreement (this “Agreement”) is entered into as of February 10, 2023, by and between (a) SILICON VALLEY BANK, a California corporation, and an authorized foreign bank under the Bank Act (Canada) (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SVB, as a lender, (c) SVB INNOVATION CREDIT FUND VIII, L.P., a Delaware limited partnership (“SVB Capital”), as a lender (SVB and SVB Capital and each of the other “Lenders” from time to time a party hereto are referred to herein collectively as the “Lenders” and each individually as a “Lender”), (d) MEDAVAIL HOLDINGS, INC., a Delaware corporation (“Medavail Holdings”), (e) MEDAVAIL PHARMACY INC., an Arizona corporation (“Medavail Pharmacy”), (f) MEDAVAIL, INC., a Delaware corporation (“Medavail Inc.”), (g) MEDAVAIL TECHNOLOGIES (US) INC., a Delaware corporation (“Medavail Technologies US”), and (h) MEDAVAIL TECHNOLOGIES INC., a corporation i
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 3rd, 2011 • Atlas Therapeutics Corp • Retail-miscellaneous retail • New York
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on February 25, 2011 (the “Effective Date”), by and between Atlas Therapeutics Corporation, a Nevada corporation (the “Company”), and CARLON COLKER M.D., FACN, an individual (the “Executive”), with a principal address of 195 Field Point Road, Greenwich, CT 06830.
FIRST AMENDMENT TO COMMERCIAL LEASECommercial Lease • June 6th, 2014 • MYOS Corp • Pharmaceutical preparations • New Jersey
This First Amendment to Commercial Lease (this "Amendment") is made this 6th day of June 2014, by and between Cutler Holdings, L.L.C. ("Landlord") and Myos Corporation ("Tenant").
SUBSCRIPTION AND STOCK PURCHASE AGREEMENTSubscription and Stock Purchase Agreement • June 30th, 2020 • Myos Rens Technology Inc. • Pharmaceutical preparations • Delaware
THIS SUBSCRIPTION AND STOCK PURCHASE AGREEMENT (this “Agreement”), is made this [l] day of [l], 2020 by and between MYOS Corp., a Delaware corporation with a principal place of business at 45 Horsehill Road, Suite 106, Cedar Knolls, NJ 07927 (the “Corporation”), and MYOS RENS Technology, Inc., a Nevada corporation with a principal place of business at 45 Horsehill Road, Suite 106, Cedar Knolls, NJ 07927 (the “Purchaser”). The Corporation and Purchaser are each also referred to herein as a “Party” and together as the “Parties.”
