SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 5th, 2021 • Rapid Therapeutic Science Laboratories, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 1, 2021, between Rapid Therapeutic Science Laboratories, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2020 • Rapid Therapeutic Science Laboratories, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June, 30, 2020, by and between RAPID THERAPEUTIC SCIENCE LABORATORIES, INC., a Nevada corporation, with its address at 5580 Peterson Ln., Suite 200, Dallas, Texas 75240 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
FORM OF ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE DUE ON THE MATURITY DATERapid Therapeutic Science Laboratories, Inc. • May 31st, 2022 • Pharmaceutical preparations • New York
THIS ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Convertible Debentures of Rapid Therapeutic Science Laboratories, Inc., a Nevada corporation (the “Company”), having its principal place of business at 15800 Dooley Road, Suite 200, Addison, TX 75001, designated as its Original Issue Discount Convertible Debenture due on the Maturity Date (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE WARRANT RAPID THERAPEUTIC SCIENCE LABORATORIES, INC.Rapid Therapeutic Science Laboratories, Inc. • January 26th, 2021 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Exempt Management, LLC 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 January 1, 2021 (the “Initial Exercise Date”) and on or prior to the close of business on the 1st year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rapid Therapeutic Science Laboratories, Inc., a Nevada corporation (the “Company”), up to 500,000 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).
FORM OF COMMON STOCK PURCHASE WARRANT RAPID THERAPEUTIC SCIENCE LABORATORIES, INC.Rapid Therapeutic Science Laboratories, Inc. • August 23rd, 2023 • Pharmaceutical preparations • New York
THIS 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 22, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rapid Therapeutic Science Laboratories, Inc., a Nevada corporation (the “Company”), up to 5,000,000 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).
FORM OF COMMON STOCK PURCHASE WARRANT RAPID THERAPEUTIC SCIENCE LABORATORIES, INC.Rapid Therapeutic Science Laboratories, Inc. • May 31st, 2022 • Pharmaceutical preparations
THIS 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 3, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rapid Therapeutic Science Laboratories, Inc., a Nevada corporation (the “Company”), up to 388,236 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).
ContractRapid Therapeutic Science Laboratories, Inc. • May 14th, 2021 • Pharmaceutical preparations • Texas
THE SECURITIES TO BE ISSUED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED THEREUNDER OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
EMPLOYMENT AGREEMENTEmployment Agreement • January 26th, 2021 • Rapid Therapeutic Science Laboratories, Inc. • Pharmaceutical preparations
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between Rapid Therapeutic Science Laboratories, Inc., a Nevada corporation (the “Company”), and Duane Drinkwine, an individual (“Employee”) and shall be effective as of February 1, 2021 (the “Effective Date”).
TRADING AGREEMENTTrading Agreement • January 26th, 2021 • Rapid Therapeutic Science Laboratories, Inc. • Pharmaceutical preparations • Texas
THIS TRADING AGREEMENT (this “Agreement”), made as of this 7th day of January 2021 (the “Effective Date”), by and among the individuals or entities who have signed a form of page 8 of this Agreement below (each a “Signature Page”, each signatory a “Shareholder” and collectively if more than one, the “Shareholders”) and Rapid Therapeutic Science Laboratories, Inc., a Nevada corporation (RTSL) (the “Company”).
SETTLEMENT AND MUTUAL RELEASE AGREEMENTSettlement and Mutual Release Agreement • February 16th, 2021 • Rapid Therapeutic Science Laboratories, Inc. • Pharmaceutical preparations • Texas
This Settlement and Mutual Release Agreement (this “Agreement”) dated February 2, 2021, is by and between Rapid Therapeutic Science Laboratories, Inc., a Nevada corporation (“Rapid”), Texas MDI, Inc. (formerly Texas MDI, LLC), a Texas corporation (“Texas MDI”), Diamond Head Ventures, LLC, a Texas limited liability company (“Diamond Head”, and together with Rapid, and Texas MDI, the “Licensing Parties”) and EM3 Methodologies, LLC, an Arizona limited liability company (“EM3”), and Richard Adams, an individual (“Adams”), and Holly Brothers Pictures, LLC, a Montana limited liability company which is 50% owned by Adams and Donal R. Schmidt, Jr., the Chief Executive Officer of Rapid (“Holly”, and together with EM3 and Adams, collectively, the “EM3 Parties”), each a “Party” and collectively the “Parties.”
LEAK-OUT AGREEMENTLeak-Out Agreement • August 5th, 2021 • Rapid Therapeutic Science Laboratories, Inc. • Pharmaceutical preparations
This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and among Rapid Therapeutic Science Laboratories, Inc., a Nevada corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • February 16th, 2021 • Rapid Therapeutic Science Laboratories, Inc. • Pharmaceutical preparations • Texas
THIS EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is made and entered into as of the 9th day of February 2021 (the “Effective Date”), by and between Rapid Therapeutic Science Laboratories, Inc., a Nevada corporation (the “Manufacturer”), EM3 Methodologies, LLC, an Arizona limited liability company, and Richard Adams, individually, a resident of Arizona (collectively the “Company”). Company and Manufacturer may be collectively referred to herein as the “Parties,” and individually as a “Party.”
EMPLOYMENT AGREEMENTEmployment Agreement • February 2nd, 2018 • Holly Brothers Pictures, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Nevada
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of January 29, 2018 (the “Effective Date”), by and between Holly Brothers Pictures, Inc., a Nevada corporation (the “Company”), and Brent Willson (“Executive”, and the Company and the Executive collectively referred to herein as the “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 1st, 2022 • Rapid Therapeutic Science Laboratories, Inc. • Pharmaceutical preparations • Texas
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 28, 2022, by and between RAPID THERAPEUTIC SCIENCE LABORATORIES, INC., a Nevada corporation, with its address at 5580 Peterson Lane, Suite 120, Dallas, TX 75201 (the “Company”), and SCOTT SUGGS, a Texas Resident (the “Buyer”).
ContractSubscription Agreement • August 13th, 2020 • Rapid Therapeutic Science Laboratories, Inc. • Pharmaceutical preparations • Texas
THE SECURITIES TO BE ISSUED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED THEREUNDER OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
TRADING AGREEMENTTrading Agreement • June 2nd, 2021 • Rapid Therapeutic Science Laboratories, Inc. • Pharmaceutical preparations • Texas
THIS TRADING AGREEMENT (this “Agreement”), made as of this 22nd day of April 2021 (the “Effective Date”), by and among We the 23, LLC, at Texas limited liability company and its managing member, Charles L. Powell, M.D., an individual (collectively “Shareholder”) and Rapid Therapeutic Science Laboratories, Inc., a Nevada corporation (RTSL) (the “Company”).
CONSULTING AGREEMENTConsulting Agreement • March 9th, 2018 • Holly Brothers Pictures, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
This CONSULTING AGREEMENT is made effective as of the date set forth below by and between Canmore International, Inc. (the “Consultant”) and Holly Brothers Pictures, Inc. (the “Company”).
TRADING AGREEMENTTrading Agreement • December 7th, 2020 • Rapid Therapeutic Science Laboratories, Inc. • Pharmaceutical preparations • Texas
THIS TRADING AGREEMENT (this “Agreement”), made as of this ____ day of ____________ (the “Effective Date”), by and among the individuals and entities who have signed a form of page 6 of this Agreement below (each a “Signature Page”, each signatory a “Shareholder” and collectively, the “Shareholders”) and Rapid Therapeutic Science Laboratories, Inc., a Nevada corporation (RTSL) (the “Company”).
FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • November 18th, 2020 • Rapid Therapeutic Science Laboratories, Inc. • Pharmaceutical preparations • Texas
This First Amendment to Purchase Agreement (this “Agreement”), dated and effective November 16, 2020 (the “Effective Date”), amends that certain Asset Purchase sand Sales Agreement, dated October 23, 20201 (the “Purchase Agreement”), entered into by and between Rapid Therapeutic Science Laboratories, Inc. (“RTSL”) (the “Purchaser”) and Razor Jacket, LLC, a limited liability company formed in the State of Oregon (“Razor”), Frank Gill, Individually (“Gill”), and Ryan Johnson, Individually (“Johnson”, and collectively with Gill and Razor Jacket, the “Sellers”).
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • June 2nd, 2021 • Rapid Therapeutic Science Laboratories, Inc. • Pharmaceutical preparations • Texas
THIS INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is made and entered into as of the 18th day of May, 2021 (the “Effective Date”), by and between Rapid Therapeutic Science Laboratory, Inc., a Nevada for profit company (the “Company”) and Epic Medical Research, a Texas for profit company (the “Contractor”) may be collectively referred to herein as the “Parties,” and individually as a “Party.”
ASSET PURCHASE AND SALES AGREEMENTAsset Purchase and Sales Agreement • October 29th, 2020 • Rapid Therapeutic Science Laboratories, Inc. • Pharmaceutical preparations • Texas
This Asset Purchase and Sales Agreement (this “Agreement”) is made and entered into as of the 23rd day of October 2020, by and between Rapid Therapeutic Science Laboratories, Inc. (“RTSL”) (the “Purchaser”) and Razor Jacket, LLC, a limited liability company formed in the State of Oregon (“Razor”), Frank Gill, Individually (“Gill”), and Ryan Johnson, Individually (“Johnson”, and collectively with Gill and Razor Jacket, the “Sellers”).
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • June 2nd, 2021 • Rapid Therapeutic Science Laboratories, Inc. • Pharmaceutical preparations • Texas
THIS INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is made and entered into as of the 22th day of April 2021 (the “Effective Date”), by and between Rapid Therapeutic Science Laboratories, Inc., a Nevada for profit company (the “Company”) and We the 23, LLC, a Texas Limited Liability Company, whose managing member is Charles L. Powell, M.D., an individual, a Texas resident and a license physician in the state of Texas (collectively the “Contractor”), each of which may be collectively referred to herein as the “Parties,” and individually as a “Party.”
PROMISSORY NOTEPromissory Note • February 2nd, 2018 • Holly Brothers Pictures, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Nevada
FOR VALUE RECEIVED, the undersigned, HOLLY BROTHERS PICTURES, INC. (herein called the “Company”), a corporation organized and existing under the laws of the State of Nevada, with its principal place of business at 8221 E. Washington Street, Chagrin Falls, OH 44023, hereby promises to pay to the order of _____________, (the “Lenders”), at such place as the Lenders may from time to time designate in writing, the sum of the principal sum of ________________ DOLLARS, on or before July 31, 2018 (the “Maturity Date”), with interest on the unpaid balance thereof at the rate of ten percent (10%) per annum from the date hereof, payable on the Maturity Date, until this Note has been paid in full. Payments of principal of and interest on this Note are to be made in lawful money of the United States of America.
SETTLEMENT AND MUTUAL RELEASE AGREEMENTSettlement and Mutual Release Agreement • March 30th, 2018 • Holly Brothers Pictures, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
This Settlement and Mutual Release Agreement (the “Agreement”) is made effective as of March 21, 2018, by and between Pioneer Group, LLC (“Pioneer”), Black Car, Inc. (“Black Car,” and with Pioneer, “Plaintiffs”) on the one hand, and Holly Brothers Pictures, Inc. (“Holly”) on the other hand.
ASSIGNMENT OF INTELLECTUAL PROPERTYAssignment of Intellectual Property • November 18th, 2020 • Rapid Therapeutic Science Laboratories, Inc. • Pharmaceutical preparations • Texas
THIS ASSIGNMENT OF INTELLECTUAL PROPERTY (this “Assignment”) is entered into effective as November 16, 2020 (the “Effective Date”), by and between Frank Gill, Ryan Johnson and Razor Jacket, LLC, respectively individuals living in Oregon and an Oregon limited liability company (collectively the “Assignor”), jointly and severally on the one hand, and Rapid Therapeutic Science Laboratories, Inc., a Nevada corporation (“Assignee”), on the other hand.
FORM OF AMENDMENT, WAIVER AND PURCHASE AGREEMENTWaiver and Purchase Agreement • May 31st, 2022 • Rapid Therapeutic Science Laboratories, Inc. • Pharmaceutical preparations • New York
This Amendment, Waiver and Purchase Agreement (this “Agreement”) is made and entered into as of May 31, 2022 (the “Effective Date”) by and between Rapid Therapeutic Science Laboratories, Inc. (the “Company”) and ________________ (the “Purchaser” and together with the Company, the “Parties”) for the purpose of, among other things, (i) amending that certain Original Issue Discount Convertible Debenture due May 1, 2022 (the “Original Debenture”), (ii) amending that certain Common Stock Purchase Warrant to purchase 194,118 shares of Common Stock (after giving effect to the 1-for-25 reverse split on March 31, 2022) issued to the Purchaser (the “Original Warrant”), (iii) waiving any and all prior and currently existing events of default under the Original Debenture as of the date hereof, and (iv) agreeing to the purchase and sale of a new Original Issue Discount Convertible Debenture (in the form attached as Exhibit A hereto, the “New Debenture”) and common stock purchase warrant to purchase
EXCLUSIVE LICENSE and SALES AND LICENSING AGREEMENTS FIRST AMENDMENTRapid Therapeutic Science Laboratories, Inc. • August 27th, 2020 • Pharmaceutical preparations
THIS FIRST AMENDEMENT (the “First Amendment”) is made and entered into as of the 25th day of June 2020 (the “Effective Date”). by and between Rapid Therapeutic Science Laboratories, Inc., a Nevada for profit company, on behalf of its assignor, Texas MDI, Inc. a Texas for-profit corporation (the “Manufacturer”) and EM3 Methodologies, LLC, an Arizona limited liability company, and Richard Adams, individually a resident of Arizona, (collectively the “Company”). Company and Manufacturer may be collectively referred to herein as the “Parties,” and individually as a “Party.”
ContractExclusive License Agreement • November 22nd, 2019 • Holly Brothers Pictures, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas
This SUBLICENSE AGREEMENT (the “Agreement”) effective as of November 15, 2019 (the “Effective Date”) is entered into by and between Texas MDI, Lnc. (“TMDI”), a Texas Texas for profit corporation, located at 5580 Peterson Ln., Suite 200, Dallas, Texas 75240 and Holly Brothers Pictures, Inc. (“HBP”), a Nevada for profit corporation, having a business address of 462 Stevens Ave., Ste. 310, Solana Beach, CA. TMDI and HBP are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
EXCHANGE AGREEMENTExchange Agreement • February 2nd, 2018 • Holly Brothers Pictures, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Nevada
THIS EXCHANGE AGREEMENT (this “Agreement”) is entered into as of February 1, 2018, by and among Holly Brothers Pictures, Inc., a Nevada corporation (the “Company”), PBC Group, LLC and Black Car, Inc. (collectively, the “Members”), and Power Blockchain LLC (“Power Blockchain”), each a “Party” and collectively the “Parties”, upon the following premises:
FORM OF SECOND AMENDMENT, WAIVER AND PURCHASE AGREEMENTWaiver and Purchase Agreement • August 23rd, 2023 • Rapid Therapeutic Science Laboratories, Inc. • Pharmaceutical preparations • New York
This Second Amendment, Waiver and Purchase Agreement (this “Agreement”) is made and entered into as of August 22, 2023 (the “Effective Date”) by and between Rapid Therapeutic Science Laboratories, Inc. (the “Company”) and __________ (the “Purchaser” and together with the Company, individually a “Party” and collectively the “Parties”) for the purpose of, among other things, (i) amending that certain Original Issue Discount Convertible Debenture issued on August 4, 2021 due September 1, 2022, as amended, (the “August Debenture”) and that certain Original Issue Discount Convertible Debenture issued on May 31, 2022 due September 1, 2022 (the “May Debenture”, collectively, with the August Debenture, the “Debentures”), (ii) amending that certain Common Stock Purchase Warrant to purchase shares of Common Stock issued to the Purchaser on August 4, 2021, as amended, (the “August Warrant”) and that certain Common Stock Purchase Warrant to purchase shares of Common Stock issued to the Purchaser o
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND BETWEENMembership Interest Purchase Agreement • February 9th, 2021 • Rapid Therapeutic Science Laboratories, Inc. • Pharmaceutical preparations • Texas
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of Novemer 30, 2020, is made and entered into by and between Rapid Therapeutic Science Laboratories, Inc., a Nevada corporation (the “Purchaser”), and Texas MDI, LLC, a Texas limited liability company (the “Seller”), the sole member/owner of Rxoid Health Solutions, LLC, a Texas limited liability company (the “Company”). The Purchaser and the Seller are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2018 • Holly Brothers Pictures, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS AMENDMENT (“Amendment”) is entered into effective as of February 15, 2018 and serves to amend the Employment Agreement entered into by and between Holly Brothers Pictures, Inc., a Nevada corporation (“Company”), and Brent Willson (“Executive”), on January 29, 2018 (the “Agreement”). All capitalized terms not defined herein shall have the meaning set forth in the Agreement.
AMENDMENT TO PROMISSORY NOTESPromissory Notes • November 22nd, 2019 • Holly Brothers Pictures, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This amendment (“Amendment”), dated as of November 18, 2019, is to those certain Promissory Notes in the total principal amount of $737,835.00 (the “Notes”), by and among Holly Brothers Pictures, Inc., a Nevada corporation (the “Company”) and the various Holders listed on the signature page hereto (the “Holders”). The Company and the Holders are referred to collectively as the Parties and individually as a Party. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Notes.
SERVICE AGREEMENTService Agreement • May 23rd, 2013 • PowerMedChairs • Ohio
THIS SERVICE AGREEMENT (the "Agreement") is made and entered into this 1st day of May, 2013 ("Effective Date") by and between PowerMedChairs, a Nevada corporation ("PMC"), and A&A Medical Supply, LLC, an Ohio limited liability company ("A&A").
Wells Asset Management NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS® COMMERCIAL LEASE AGREEMENT between Triple D Rosegate, LLC (Landlord) and Rapid Therapeutic Scientific Laboratories, Inc. (Tenant)Commercial Lease Agreement • November 10th, 2021 • Rapid Therapeutic Science Laboratories, Inc. • Pharmaceutical preparations • Texas
