REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 6th, 2018 • Oncolix, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 1, 2018, between Oncolix, Inc., a Florida corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 2nd, 2019 • Oncolix, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 16, 2018, by and between ONCOLIX, INC., a Florida corporation, with its address at 14405 Walters Road, Suite 780, Houston, Texas 77014 (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”).
SECURITY AGREEMENTSecurity Agreement • June 6th, 2018 • Oncolix, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of June 1, 2018 (this “Agreement”), is among Oncolix, Inc., a Florida corporation (the “Company”), all of the Subsidiaries of the Company, (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 10% Senior Secured Original Issue Discount Convertible Notes due August 1, 2019, in the original aggregate principal amount of up to $ 3.0 million (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • June 6th, 2018 • Oncolix, Inc. • Pharmaceutical preparations • New York
SUBSIDIARY GUARANTEE, dated as of June 1, 2018 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Oncolix, Inc., a Florida corporation (the “Company”), and the Purchasers.
COMMON STOCK PURCHASE WARRANT ONCOLIX, INC.Oncolix, Inc. • June 6th, 2018 • 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 the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oncolix, Inc., a Florida corporation (the “Company”), up to _______________________________________________ shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”) (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 6th, 2018 • Oncolix, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 1, 2018 between Oncolix, Inc., a Florida corporation, whose principal place of business is located at 14405 Walters Road, Suite 780, Houston, Texas 77014 (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” or “Holder” and collectively, the “Purchasers” or “Holders”).
CONSULTING AGREEMENTConsulting Agreement • November 19th, 2013 • Electric Vehicle Research Corp • Florida
THIS CONSULTING AGREEMENT (the “Agreement”) is made June 20, 2013 (“hereinafter” referred to as the “Effective Date”) , by Electric Vehicle Research Corporation (herein referred to as the “Company”) and Brian Kistler, New Opportunity Business Solutions, Inc (hereinafter referred to as “Consultant”) engaged in providing services related to ongoing corporate documentation preparation and filing.
Severance Agreement Between Oncolix, Inc. and Michael T. RedmanAdvanced Environmental Petroleum Producers Inc. • August 29th, 2017 • Pharmaceutical preparations • Texas
This agreement by and between Oncolix, Inc. a Delaware corporation, and Michael T. Redman (the "Executive") is effective as of August 1, 2016.
ADVANCED ENVIRONMENTAL PETROLEUM PRODUCERS INC. STOCK OPTION AGREEMENTForm of Option Agreement • August 29th, 2017 • Advanced Environmental Petroleum Producers Inc. • Pharmaceutical preparations • Delaware
AGREEMENT FOR SALEAgreement for Sale • July 8th, 2016 • Advanced Environmental Petroleum Producers Inc. • Services-management consulting services • Alberta
An Alberta Corporation with a principal address at 404 Suncor Centre-100-111 5th Ave SW, Calgary, Alberta, T2P3Y6 hereinafter referred to as the “Vendor”. Vendor owns a lease that encompasses 10,100 square kilometers of oil and gas and mineral leases in the country of Peru known as “Block 19” as described in Schedule “A” hereinafter referred to as the “Asset”
LOCK-UP AGREEMENTLock-Up Agreement • June 6th, 2018 • Oncolix, Inc. • Pharmaceutical preparations • New York
Re: Securities Purchase Agreement, dated as of June 1, 2018 (the “Purchase Agreement”), between Oncolix, Inc., a Florida corporation (the “Company”), and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
10% SENIOR SECURED CONVERTIBLE NOTE DUE NOVEMBER 1, 2018Advanced Environmental Petroleum Producers Inc. • August 9th, 2017 • Services-management consulting services • New York
THIS NOTE is a duly authorized and 10% Senior Secured Convertible Note of Advanced Environmental Petroleum Producers, Inc., a Florida corporation, having a principal place of business at 14405 Walters Road, Suite 780, Houston, Texas 77014 (the “Company”), designated as its 10% Senior Secured Convertible Notes due November 1, 2018 (this Note, the “Note” and, collectively with the other notes of such series, the “Notes”).
PROMISSORY NOTEElectric Vehicle Research Corp • November 19th, 2013 • Florida
AGREEMENT AND PLAN OF MERGER BY AND AMONG ADVANCED ENVIRONMENTAL PETROLEUM PRODUCERS INC., AEPP MERGER SUB, INC. AND ONCOLIX, INC. JULY 18, 2017Agreement and Plan of Merger • July 24th, 2017 • Advanced Environmental Petroleum Producers Inc. • Services-management consulting services • Texas
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 18, 2017, by and among ADVANCED ENVIRONMENTAL PETROLEUM PRODUCERS INC., a Florida corporation (“AEPP”), AEPP MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of AEPP (the “Merger Sub”), and ONCOLIX, INC., a Delaware corporation (the “Oncolix”). AEPP, Merger Sub, and Oncolix each, individually, a “Party” or, collectively, the “Parties.”
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 6th, 2018 • Oncolix, Inc. • Pharmaceutical preparations • New York
This INTERCREDITOR AGREEMENT (the “Agreement”) is executed effective as of June 1, 2018, by and between the holders of $4,190,463 million principal amount of notes originally issued on August 3, 2017, as amended as of the date hereof (“August 2017 Notes”), holders of up to $3.0 million principal amount of notes originally issued on June 1, 2018 (“May 2018 Notes” and collectively with the August 2017 Notes, the “Notes” and the holders of such Notes are referred to as the “Noteholders” or “Holders”), Puritan Partners, LLC, agent to the Noteholders (“Agent”), Oncolix, Inc., a Florida corporation (“Oncolix-Florida”) and Oncolix, Inc., a Delaware corporation (“Oncolix-Delaware” and collectively with Oncolix-Florida, the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 9th, 2017 • Advanced Environmental Petroleum Producers Inc. • Services-management consulting services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of Aug. 3, 2017 between Advanced Environmental Petroleum Producers, Inc., a Florida corporation, whose principal place of business is located at 14405 Walters Road, Suite 780, Houston, Texas 77014 (the “Company”), Oncolix, Inc., a Delaware corporation, whose principal place of business is located at 14405 Walters Road, Suite 780, Houston, Texas 77014 (“Oncolix”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • August 9th, 2017 • Advanced Environmental Petroleum Producers Inc. • Services-management consulting services • New York
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, restated or otherwise modified, this “Agreement”) dated as of Aug. 3, 2017, is made among Advanced Environmental Petroleum Producers, Inc., a Florida corporation (the “Company”), those subsidiaries of the Company that are signatories hereto (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and ___________, as Agent (the “Agent”) for the holders of the Company’s 10% Senior Secured Convertible Notes (collectively, the “Notes”) due fifteen (15) months following their issuance, in the original aggregate principal amount of $________ (together with the Agent, and all of their endorsees, transferees and assigns, collectively, the “Secured Parties”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER BY AND AMONG ADVANCED ENVIRONMENTAL PETROLEUM PRODUCERS INC., AEPP MERGER SUB, INC. AND ONCOLIX, INC.Agreement and Plan of Merger • July 25th, 2017 • Advanced Environmental Petroleum Producers Inc. • Services-management consulting services
This amendment no. 1 dated July 25, 2017 (“Amendment”) is to the agreement and plan of merger dated July 18, 2017 (“Agreement”) by and among ADVANCED ENVIRONMENTAL PETROLEUM PRODUCERS INC., a Florida corporation (“AEPP”), AEPP MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of AEPP (the “Merger Sub”), and ONCOLIX, INC., a Delaware corporation (the “Oncolix”). AEPP, Merger Sub, and Oncolix each, individually, a “Party” or, collectively, the “Parties.”
LOCK-UP AGREEMENTLock-Up Agreement • August 9th, 2017 • Advanced Environmental Petroleum Producers Inc. • Services-management consulting services • New York
Re: Securities Purchase Agreement, dated as of Aug. 3, 2017 (the “Purchase Agreement”), between Advanced Environmental Petroleum Producers, Inc., a Florida corporation (the “Company”), Oncolix, Inc, a Delaware corporation (“Oncolix”) and Michael T. Redman, J. Donald Payne, and GHC Research Development Corporation (each, a “Purchaser” and, collectively, the “Purchasers”)
WAIVER AND AMENDMENT TO TRANSACTION DOCUMENTSIntercreditor Agreement • June 6th, 2018 • Oncolix, Inc. • Pharmaceutical preparations • New York
This Waiver and Amendment to Transaction Documents (this “Waiver and Amendment”), dated as of June 1, 2018, is by and among Oncolix, Inc., a Florida corporation (“Oncolix-Florida”), Oncolix, Inc., a Delaware corporation (“Oncolix-Delaware” and collectively with Oncolix-Florida, “Oncolix” or “Company”), and each of the investors set forth in the signature page hereof (the “Purchasers”) under the Transaction Documents (as defined below).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • June 6th, 2018 • Oncolix, Inc. • Pharmaceutical preparations • New York
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, restated or otherwise modified, this “Agreement”) dated as of June 1, 2018, is made among Oncolix, Inc., a Florida corporation (the “Company”), those subsidiaries of the Company that are signatories hereto (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and Puritan Partners LLC, as Agent (the “Agent”) for the holders of the Company’s 10% Senior Secured Convertible Notes (collectively, the “Notes”) due August 1, 2019, in the original aggregate principal amount of up to $ 3.0 million (together with the Agent, and all of their endorsees, transferees and assigns, collectively, the “Secured Parties”).
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 14th, 2018 • Oncolix, Inc. • Pharmaceutical preparations
This amendment (the “Amendment”) amends the securities purchase agreement by and between Oncolix, Inc., f/k/a Advanced Environmental Petroleum Producers, Inc., a Florida corporation, whose principal place of business is located at 14405 Walters Road, Suite 780, Houston, Texas 77014 (the “Company”), Oncolix, Inc., a Delaware corporation, whose principal place of business is located at 14405 Walters Road, Suite 780, Houston, Texas 77014 (“Oncolix”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”), dated August 3, 2017 (“Securities Purchase Agreement”) and is dated effective December 7, 2017 (“Effective Date”).
AGREEMENT FOR THE PURCHASE OF STOCKAgreement for the Purchase of Stock • October 29th, 2015 • Electric Vehicle Research Corp • Services-management consulting services • Alberta
An Alberta Corporation with a principal address at 404 Suncor Centre-100-111 5th Ave SW, Calgary, Alberta, T2P 3Y6 hereinafter referred to as the “Vendor”. Vendor owns a lease that encompasses 10,100 square kilometers of oil and gas and mineral leases in the country of Peru known as “Block 19”
10% SENIOR SECURED CONVERTIBLE NOTE DUE AUGUST 1, 2019Oncolix, Inc. • June 6th, 2018 • Pharmaceutical preparations • New York
THIS NOTE is a duly authorized and 10% Senior Secured Convertible Note of Oncolix, Inc., a Florida corporation, having a principal place of business at 14405 Walters Road, Suite 780, Houston, Texas 77014 (the “Company”), designated as its 10% Senior Secured Convertible Notes due August 1, 2019 (this Note, the “Note” and, collectively with the other notes of such series, the “Notes”).
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 14th, 2018 • Oncolix, Inc. • Pharmaceutical preparations
This amendment number 2 (the “Amendment”) amends the securities purchase agreement by and between Oncolix, Inc., f/k/a Advanced Environmental Petroleum Producers, Inc., a Florida corporation, whose principal place of business is located at 14405 Walters Road, Suite 780, Houston, Texas 77014 (the “Company”), Oncolix, Inc., a Delaware corporation, whose principal place of business is located at 14405 Walters Road, Suite 780, Houston, Texas 77014 (“Oncolix”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”), dated August 3, 2017, as amended effective December 7, 2017 (“Securities Purchase Agreement”) and is dated effective February 26, 2018 (“Effective Date”).
