SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 26th, 2019 • Avalon GloboCare Corp. • Services-management consulting services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 25, 2019, between Avalon GloboCare Corp., a Delaware 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 • May 26th, 2023 • Avalon GloboCare Corp. • Biological products, (no disgnostic substances) • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 23, 2023, by and between AVALON GLOBOCARE CORP., a Delaware corporation, with headquarters located at 4400 Route 9 South, Suite 3100, Freehold, NJ 07728 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT Avalon GloboCare Corp.Common Stock Purchase Warrant • July 27th, 2018 • Avalon Globocare Corp. • Services-management consulting services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Boustead Securities, LLC, the registered holder hereof 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 ________ __, 2018, (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the issuance of the Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from Avalon GloboCare Corp., a Delaware corporation (the “Company”), up to [ ] shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF WARRANT] AVALON GLOBOCARE CORP. Warrant To Purchase Common StockAvalon GloboCare Corp. • April 26th, 2019 • Services-management consulting services • New York
Avalon GloboCare Corp., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], 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, at any time or times on or after April [ ], 2019 (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)1 fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 1
OPEN MARKET SALE AGREEMENTSMOpen Market Sale • December 13th, 2019 • Avalon GloboCare Corp. • Services-management consulting services • New York
Avalon GloboCare Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), having an aggregate offering price of up to $20,000,000 on the terms set forth in this agreement (this “Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 13th, 2023 • Avalon GloboCare Corp. • Biological products, (no disgnostic substances) • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 9, 2023, by and between AVALON GLOBOCARE CORP., a Delaware corporation, with headquarters located at 4400 Route 9 South, Suite 3100, Freehold, NJ 07728 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT AVALON GLOBOCARE CORP.Common Stock Purchase Warrant • October 13th, 2023 • Avalon GloboCare Corp. • Biological products, (no disgnostic substances) • Delaware
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the senior secured promissory note in the principal amount of $350,000.00 to the Holder (as defined below) of even date) (the “Note”), FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (including any permitted and registered 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 of issuance hereof, to purchase from AVALON GLOBOCARE CORP., a Delaware corporation (the “Company”), 43,750 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated October 9, 2023
EXECUTIVE RETENTION AGREEMENTExecutive Retention Agreement • February 21st, 2017 • Avalon Globocare Corp. • Services-management consulting services • New Jersey
This Executive Retention Agreement (the “Agreement”) is made and entered into as of February 21, 2017 effective February 9, 2017 (the “Effective Date”) by and between AVALON GLOBOCARE CORP., a Delaware corporation (the “Company”), and LUISA INGARGIOLA (the “Executive”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 21st, 2017 • Avalon Globocare Corp. • Services-management consulting services • Delaware
This Indemnification Agreement (this "Agreement"), dated as of February 21, 2017 is made by and between AVALON GLOBOCARE CORP., a Delaware corporation (the "Company '), and LUISA INGARGIOLA, a director and/or officer of the Company (the "Indemnitee").
UNDERWRITING AGREEMENTUnderwriting Agreement • August 7th, 2018 • Avalon Globocare Corp. • Services-management consulting services • New York
Introduction. This underwriting agreement (this “Agreement”) constitutes the agreement between Avalon GloboCare Corp., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereafter defined) as being subsidiaries or affiliates of the Company, the “Company”), on the one hand, and Boustead Securities, LLC (the “Underwriter”), on the other hand, pursuant to which the Underwriter shall serve as the underwriter for the Company in connection with the proposed offering (the “Offering”) by the Company of its Offered Securities (as defined below).
AVALON GLOBOCARE CORP. STOCK OPTION AGREEMENTStock Option Agreement • February 21st, 2017 • Avalon Globocare Corp. • Services-management consulting services
This Stock Option Agreement ("Agreement") is made and entered into as of the date set forth below, by and between AVALON GLOBOCARE CORP., a Delaware corporation (the "Company"), and the following employee of the Company (herein, the "Optionee"):
Subscription Agreement of Avalon GloboCare Corp. Common StockSubscription Agreement • July 27th, 2018 • Avalon Globocare Corp. • Services-management consulting services
This subscription agreement (this “Subscription”) is dated , 2018, by and between the investor identified on the signature page hereto (the “Investor”) and Avalon GloboCare Corp., a Delaware corporation (the “Company”). The parties agree as follows:
SECURITY AGREEMENTSecurity Agreement • July 10th, 2023 • Avalon GloboCare Corp. • Biological products, (no disgnostic substances)
This SECURITY AGREEMENT, dated as of July 6, 2023 (this “Agreement”), is among Avalon Globocare Corp., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (collectively with its endorsees, transferees and assigns, the “Secured Parties”).
SECURITY AGREEMENTSecurity Agreement • October 13th, 2023 • Avalon GloboCare Corp. • Biological products, (no disgnostic substances)
This SECURITY AGREEMENT, dated as of October 9, 2023 (this “Agreement”), is among Avalon Globocare Corp., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (collectively with its endorsees, transferees and assigns, the “Secured Parties”).
Consultation Service ContractAvalon Globocare Corp. • July 7th, 2017 • Services-management consulting services
SUBSCRIPTION AGREEMENTSubscription Agreement • August 8th, 2022 • Avalon GloboCare Corp. • Services-management consulting services • New Jersey
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between Avalon GloboCare Corp., a Delaware corporation (the “Company”), and the undersigned (the “Subscriber”).
AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONGMembership Interest Purchase Agreement • February 13th, 2023 • Avalon GloboCare Corp. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of February 9, 2023 (this “Agreement”), is by and among Laboratory Services MSO LLC, a Delaware limited liability company (the “Company”), SCBC Holdings LLC, a Delaware limited liability company (the “Seller”), the Zoe Family Trust (the “Trust”), Bryan Cox and Sarah Cox (each an “Owner” and collectively with the Trust, the “Owners”), Avalon Laboratory Services, Inc., a Delaware corporation (the “Buyer”) and, solely for purposes of Sections 2.7, 2.9,, 6.9, 6.10 and 9.2, Avalon GloboCare Corp., a Delaware corporation (“Parent”).
DEBT SETTLEMENT AGREEMENT AND RELEASEDebt Settlement Agreement and Release • July 27th, 2022 • Avalon GloboCare Corp. • Services-management consulting services • New Jersey
THIS DEBT SETTLEMENT AGREEMENT AND RELEASE (this “Agreement”) is made and entered into as of July 25, 2022 (the “Effective Date”), by and between Wenzhao “Daniel” Lu (the “Creditor”) and Avalon GloboCare Corp., a Delaware corporation (the “Company”).
EMPLOYEE INVENTION ASSIGNMENT, CONFIDENTIALITY, NON-COMPETE AND NON-SOLICIT AGREEMENTEmployee Invention • October 26th, 2017 • Avalon Globocare Corp. • Services-management consulting services • New York
THIS EMPLOYEE INVENTION ASSIGNMENT, CONFIDENTIALITY, NON-COMPETE AND NON-SOLICIT AGREEMENT is entered into as of the 25th day of October, 2017 between the undersigned Yu Zhou and GENEXOSOME TECHNOLOGIES INC., a Nevada corporation with a place of business at 83 South Street, Suite 101, Freehold, New Jersey 07728 USA, (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 11th, 2017 • Avalon Globocare Corp. • Services-management consulting services • New Jersey
THER EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 11th day of January 2017 with an effective date of the 1st of December, 2016 (the “Start Date”), by and between Meng Li (the “Executive”) and Avalon (Shanghai) Healthcare Technology Co. Ltd, (the “Company”), a wholly-owned subsidiary company of Avalon GloboCare Corp., a Delaware corporation, currently headquartered at 83 South Street, Suite 101, Freehold, New Jersey 07728
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTSConsolidated Financial Statements • May 26th, 2023 • Avalon GloboCare Corp. • Biological products, (no disgnostic substances)
On February 9, 2023 (the “Closing Date”), Avalon GloboCare Corp. (the “Company”) entered into and closed an Amended and Restated Membership Interest Purchase Agreement (the “Amended MIPA”), by and among Avalon Laboratory Services, Inc., a wholly-owned subsidiary of the Company (the “Buyer”), SCBC Holdings LLC (the “Seller”), the Zoe Family Trust, Bryan Cox and Sarah Cox as individuals (each an “Owner” and collectively, the “Owners”), and Laboratory Services MSO, LLC. The Amended MIPA amends and restates, in its entirety, that certain Membership Interest Purchase Agreement, dated November 7, 2022 (the “Original MIPA”).
COMMON STOCK PURCHASE WARRANT Avalon GloboCare Corp.Avalon Globocare Corp. • August 7th, 2018 • Services-management consulting services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Boustead Securities, LLC, the registered holder hereof 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 ________ __, 2018, (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the issuance of the Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from Avalon GloboCare Corp., a Delaware corporation (the “Company”), up to [ ] shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUBSCRIPTION AGREEMENT AVALON GLOBOCARE CORP.Subscription Agreement • December 21st, 2016 • Avalon Globocare Corp. • Services-management consulting services • New Jersey
Avalon GloboCare Corp. (the "Company") has authorized for sale 6,000,000 shares of Common Stock (“Common Stock”) on a “best efforts” basis for the maximum offering of $3,000,000. The undersigned hereby subscribes for the Shares for the Subscription Price (as defined below and on the signature page attached hereto). The shares of Common Stock offered for sale by the Company are hereinafter referred to as the Shares shall also be referred to as the “Securities”. There is no escrow in this offering. The Company will be entitled to use the proceeds individually upon receipt from the subscriber.
MORTGAGE AND SECURITY AGREEMENTMortgage and Security Agreement • March 27th, 2024 • Avalon GloboCare Corp. • Biological products, (no disgnostic substances)
THIS MORTGAGE AND SECURITY AGREEMENT (the “Mortgage”), made this 27th day of March, 2024, between AVALON RT 9 PROPERTIES, LLC., a New Jersey limited liability company having an address of c/o Avalon GloboCare Corp., 4400 Route 9 South, Suite 3100, Freehold, NJ 07728 (the “Mortgagor”); and Mast Hill Fund, L.P., a Delaware limited partnership having an office at 48 Parker Road, Wellesley, MA 02482 (the “Lender”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 3rd, 2020 • Avalon GloboCare Corp. • Services-management consulting services • New Jersey
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between Avalon GloboCare Corp., a Delaware corporation (the “Company”), and the undersigned (the “Subscriber”).
EXECUTIVE RETENTION AGREEMENTExecutive Retention Agreement • October 26th, 2017 • Avalon Globocare Corp. • Services-management consulting services • New Jersey
This Executive Retention Agreement (the “Agreement”) is made and entered into as of October 25, 2017 by and between GENEXOSOME TECHNOLOGIES INC., a Delaware corporation (the “Company”), and YU ZHOU (the “Executive”).
Strategic Partnership AgreementStrategic Partnership Agreement • August 7th, 2018 • Avalon Globocare Corp. • Services-management consulting services
This Agreement aims to establish a strategic partnership between Party A and Party B to: 1) co-develop technologies and standardization procedures in cellular therapy, including (but not limited to) CAR-T, CAR-NK, endothelial cells, stem cells, and exosomes; and 2) establish a biomedical research training program, sponsored by Avalon GloboCare Corp. under the supervision and guidance of Dr. Yen-Michael S. Hsu at Weill Cornell Medicine, Department of Pathology and Laboratory Medicine, to support qualified trainees from Lu Daopei Medical Group and affiliated hospitals, which are Avalon GloboCare’s clinical bases in China; the scope of this education fund includes (but not limited to): (i) exchange of scientific knowledge in the area of cellular therapy, (ii) promote innovative translational research related to cellular therapy, and (iii) joint publications.
Avalon GloboCare Corp.Avalon Globocare Corp. • April 4th, 2018 • Services-management consulting services
Reference is hereby made to that certain Executive Employment Agreement entered between Avalon GloboCare Corporation (the “Company”) and yourself dated December 1, 2016 (the “Agreement”). In acknowledgment of your services to date and in order to properly compensate you for your services going forward, we hereby agree to amend Section 3 of the Agreement to add the following paragraph (G):
GUARANTYAvalon GloboCare Corp. • May 26th, 2023 • Biological products, (no disgnostic substances)
Supplementary Agreement on Matters Related to Share SubscriptionSupplementary Agreement • April 26th, 2018 • Avalon Globocare Corp. • Services-management consulting services
This Supplementary Agreement on Matters Related to Share Subscription (hereinafter referred to as “this Agreement”) is entered into as of April 23, 2018 (hereinafter referred to as the “Effective Date”) in Beijing by and among:
amendment no. 1 to SECURITIES exchange AGREEMENTSecurities Exchange Agreement • June 28th, 2021 • Avalon GloboCare Corp. • Services-management consulting services
This Amendment No. 1 to Securities Exchange Agreement (this “Amendment No. 1”) is dated as of June 24, 2021, among Avalon GloboCare Corp., a Delaware corporation (the “Company”), Lonlon Biotech Ltd., a company incorporated in the British Virgin Islands (“Sen Lang”), Senlang Biotechnology Co. Ltd. (河北森朗生物科技有限公司 in Chinese), a company with limited liability organized and existing under the laws of the PRC (the “OpCo”), and Yueyin Datong (Tianjin) Asset Management Co. Ltd. (in Chinese, 约印大通（天津）资产管理有限公司), a limited liability company organized and existing under the laws of the People’s Republic of China (including its successors and assigns, “Purchaser”).
Share Subscription AgreementShare Subscription Agreement • March 7th, 2017 • Avalon Globocare Corp. • Services-management consulting services
This Share Subscription Agreement (hereinafter referred to as this “Agreement”) is made and entered into as of [February 27], 2017 (hereafter referred to as “ Execution Date of this Agreement) by and between:
LOAN AGREEMENTLoan Agreement • August 14th, 2017 • Avalon Globocare Corp. • Services-management consulting services
The parties shall, in accordance with the principle of equality and voluntariness and good faith, reach the cost contract by consensus and guarantee the execution of the following:
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LABORATORY SERVICES MSO, LLCLimited Liability Company Agreement • February 13th, 2023 • Avalon GloboCare Corp. • Biological products, (no disgnostic substances) • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”), dated as of February 9, 2023, is entered into by and among Laboratory Services MSO, LLC, a Delaware limited liability company (the “Company”), each Person listed as a Member on Schedule B attached hereto as of the date hereof and each Person subsequently admitted as a member of the Company in accordance with the terms hereof (collectively, the “Members”), and solely for purposes of ARTICLE VIII, Bryan Cox and Sarah Cox each a beneficial owner of SCBC Holdings (collectively, the “Principals”, individually, a “Principal”).
Avalon (Shanghai) Healthcare Technology Co. Ltd. Freehold, New Jersey 07728 January 3, 2019Avalon GloboCare Corp. • January 4th, 2019 • Services-management consulting services
Reference is hereby made to that certain Executive Employment Agreement entered between Avalon (Shanghai) Healthcare Technology Co. Ltd. (the “Company”) and yourself dated January 11, 2017 (the “Agreement”). In acknowledgment of your services to date and in order to properly compensate you for your services going forward, we hereby agree as follows:
